DEF 14A of Docusign, Inc., Apr 18, 2023

DEF 14A of Docusign, Inc.

Filed Apr 18, 2023 · FY20230001261333-23-000052

Open on EDGAR

  1. Biographies

    Biographies The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

  2. CLASS I DIRECTORS

    CLASS I DIRECTORS

  3. CLASS I DIRECTORS

    | | Teresa Briggs has served on our Board since May 2020. From June 2013 to August 2019, Ms. Briggs served as Vice Chair & West Region Managing Partner of Deloitte LLP and from June 2011 to August 2019 as Managing Partner, San Francisco. Ms. Briggs also served as an adjunct member of Deloitte’s Center for Board Effectiveness. Ms. Briggs currently serves on the boards of directors of ServiceNow, Inc., a provider of software-as-a-service for managing businesses’ digital workflows; Snowflake Inc., a cloud-based data management company; and Warby Parker Inc., an eyeglasses brand company. Ms. Briggs previously served on the boards of directors of VG Acquisition Corp., a special purpose acquisition company and Deloitte USA LLP. Ms. Briggs is a CPA and holds a B.S. in Accounting from the University of Arizona, Eller College of Management. We believe that Ms. Briggs possesses specific attributes that qualify her to serve as a member of the Board, including her extensive finance and audit background and board governance experience. | | Teresa Briggs Age | 61 Director Since | May 2020 Committees | Audit | |

  4. CLASS I DIRECTORS

    | | Blake J. Irving has served on our Board since August 2018. From January 2013 to January 2018, Mr. Irving served as the Chief Executive Officer of GoDaddy, Inc., a domain registrar and web hosting company. Mr. Irving previously served as the Executive Vice President and the Chief Product Officer at Yahoo! Inc, a web services provider; as Professor in the M.B.A. program at Pepperdine University; and in various senior and management roles at Microsoft Corporation, a multinational technology company, including most recently as Corporate Vice President of the Windows Live Platform Group. Mr. Irving currently serves on the boards of directors of Autodesk Inc., a software company, and ZipRecruiter, Inc. Mr. Irving previously served on the board of directors of GoDaddy Inc. Mr. Irving holds a B.A. in Fine Arts from San Diego State University and an M.B.A. from Pepperdine University. We believe that Mr. Irving possesses specific attributes that qualify him to serve as a member of the Board, including his significant public company leadership experience in the operations of large, complex companies. | | Blake J. Irving Age | 63 Director Since | August 2018 Committees | Compensation and Nominating | |

  5. CLASS I DIRECTORS

    | | Daniel D. Springer previously served as our President and Chief Executive Officer from January 2017 to June 2022 and has served on our Board since January 2017. From May 2015 to January 2017, Mr. Springer served as an Operating Partner at Advent International Corp., a private equity investment firm. Prior to Advent International Corp., Mr. Springer served as Chairman and Chief Executive Officer of Responsys, Inc., a marketing software company that was acquired by Oracle Corp. in 2014. Prior to joining Responsys, Inc., Mr. Springer served as the Managing Director of Modem Media, Inc., a marketing strategy and services firm, the Chief Executive Officer of Telleo, Inc., an internet services company, and Chief Marketing Officer of NextCard, Inc., a consumer credit company. Mr. Springer currently serves on the boards of directors of UI Path, a software company, and the Boys and Girls Club of San Francisco. Mr. Springer previously served on the board of directors of YuMe Inc., a digital advertising company. Mr. Springer holds a B.A. in Mathematics and Economics from Occidental College and an M.B.A. from Harvard University. We believe that Mr. Springer possesses specific attributes that qualify him to serve as a member of the Board, including his former service as our Chief Executive Officer and his experience in senior management and board service at other technology and software companies. | | Daniel D. Springer Age | 59 Director Since | January 2017 Committees | none | |

  6. CLASS I DIRECTORS

    | 14 | Proxy Statement | DocuSign, Inc. |

  7. CLASS I DIRECTORS

    | DIRECTORS AND CORPORATE GOVERNANCE | |

  8. CLASS II DIRECTORS

    CLASS II DIRECTORS

  9. CLASS II DIRECTORS

    | | James Beer has served on our Board since August 2020. From February 2018 to June 2022, Mr. Beer served as Chief Financial Officer of Atlassian Corporation Plc, an enterprise software company. From September 2013 to December 2017, Mr. Beer served as Executive Vice President and Chief Financial Officer of McKesson Corporation, a healthcare services and information technology company. Prior to McKesson Corporation, Mr. Beer served as Executive Vice President and Chief Financial Officer of Symantec Corporation, now known as NortonLifeLock Inc., a cybersecurity company, where he managed the worldwide finance organization. Prior to his work at Symantec, Mr. Beer served as Chief Financial Officer of AMR Corp. and American Airlines Group Inc., AMR’s principal subsidiary. Mr. Beer currently serves on the board of directors of Alaska Air Group, parent company of Alaska Airlines. Mr. Beer previously served on the board of directors of Forescout Technologies, Inc., a network security software company. Mr. Beer holds a B.S. in Aeronautical Engineering from Imperial College, London University, and an M.B.A. from Harvard University. We believe that Mr. Beer possesses specific attributes that qualify him to serve as a member of the Board, including his substantial experience in corporate finance and with public technology companies. | | James Beer Age | 61 Director Since | August 2020 Committees | Audit | |

  10. CLASS II DIRECTORS

    | | Cain A. Hayes has served on our Board since December 2020. Since July 2021, Mr. Hayes has served as chief executive officer of Point32Health, a leading health and well-being organization that includes Harvard Pilgrim Health Care and Tufts Health Plan. From November 2018 to June 2021, Mr. Hayes served as President and Chief Executive Officer of Gateway Health Plan, a leading managed care organization. From April 2017 to November 2018, Mr. Hayes served as President and Chief Operating Officer of the Health Business for Blue Cross and Blue Shield of Minnesota, a Minnesota health plan organization. From November 2010 to March 2017, Mr. Hayes held a variety of senior executive leadership roles at Aetna, a managed care company, including President of National Accounts. Prior to Aetna, Mr. Hayes held senior executive roles at Nationwide Insurance and Principal Financial Group. Mr. Hayes holds a B.S. in Business Administration from Drake University, and an M.B.A. from Webster University. In addition, he has earned the Certified Employee Benefit Specialist (CEBS) designation from The Wharton School, University of Pennsylvania. We believe that Mr. Hayes possesses specific attributes that qualify him to serve as a member of the Board, including his substantial experience in managing and growing large complex organizations, and his experience in the financial services and healthcare industries, which are key market segments for DocuSign. | | Cain A. Hayes Age | 53 Director Since | December 2020 Committees | Compensation | |

  11. CLASS II DIRECTORS

    | | Allan Thygesen has served as our Chief Executive Officer, President and member of our Board since October 2022. Mr. Thygesen served as President, Americas & Global Partners at Google Inc. (a subsidiary of Alphabet Inc.) from June 2021 to October 2022, as President, Americas from February 2017 to May 2021, as President, Google Marketing Solutions from September 2014 to February 2017, and as Vice President, Global SMB Sales and Operations from September 2011 to September 2014. Before joining Google, Mr. Thygesen consulted to Google and other companies in 2010 and until September 2011 and previously co-founded an early stage venture firm and was a managing director and partner in the U.S. venture and growth funds of The Carlyle Group, where he led investments in startups in sectors including e-commerce, enterprise software, mobile advertising and imaging. Earlier, Mr. Thygesen served as an executive in several public and private companies, including Wink Communications, Inc., an interactive television technology company, which he helped take public in 1999. He also served as a lecturer at the Stanford Graduate School of Business from 2014 to 2021. Mr. Thygesen has served on the board of directors of RingCentral, Inc. (NYSE: RNG) since October 2015 and has served on the boards of directors of various private companies. Mr. Thygesen holds an M.Sc. in Economics from the University of Copenhagen and an M.B.A. from Stanford University. We believe that Mr. Thygesen possesses specific attributes that qualify him to serve as a member of the Board, including his service as our Chief Executive Officer and his experience in senior management and board service at other technology and software companies. | | Allan Thygesen Age | 60 Director Since | October 2022 Committees | none | |

  12. CLASS II DIRECTORS

    | DocuSign, Inc. | Proxy Statement | 15 |

  13. CLASS II DIRECTORS

    | | DIRECTORS AND CORPORATE GOVERNANCE |

  14. CLASS III DIRECTORS

    CLASS III DIRECTORS

  15. CLASS III DIRECTORS

    | | Enrique Salem has served on our Board since August 2013. Since July 2014, Mr. Salem has been a Partner at Bain Capital Ventures, a venture capital firm. Prior to Bain Capital, Mr. Salem served as President, Chief Executive Officer, and Chief Operating Officer, at Symantec Corp., now known as NortonLifeLock Inc., a cybersecurity company. Mr. Salem currently serves on the boards of directors of FireEye, Inc., an enterprise cybersecurity company, and Atlassian Corporation Plc, an enterprise software company. Mr. Salem previously served on the boards of directors of ForeScout Technologies, Inc., a network security software company, and Symantec Corp, now known as NortonLifeLock Inc. Mr. Salem holds an A.B. in Computer Science from Dartmouth College. We believe that Mr. Salem possesses specific attributes that qualify him to serve as a member of the Board, including his substantial board experience in addition to his cybersecurity, investment, management and senior leadership experience at technology companies. | | Enrique Salem Age | 57 Director Since | August 2013 Committees | Audit | |

  16. CLASS III DIRECTORS

    | | Peter Solvik has served on our Board since March 2006. Since 2011, Mr. Solvik has been a Managing Director at Jackson Square Ventures, a venture capital firm. Since 2002, Mr. Solvik has been a Managing Director at Sigma Partners, a venture capital firm. Previously, Mr. Solvik served as Chief Information Officer and Senior Vice President at Cisco Systems, Inc., an information technology and networking company. Mr. Solvik holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign College of Business. We believe that Mr. Solvik possesses specific attributes that qualify him to serve as a member of the Board, including his extensive experience investing in and serving in senior leadership positions at technology companies. | | Peter Solvik Age | 64 Director Since | March 2006 Committees | Compensation and Nominating | |

  17. CLASS III DIRECTORS

    | | Maggie Wilderotter has served on our Board since March 2018 and as Board Chair since January 2019. From June 2022 to October 2022, Ms. Wilderotter served as our interim President and Chief Executive Officer. Since August 2016, Ms. Wilderotter has been Chairman and Chief Executive Officer of the Grand Reserve Inn, a luxury inn on Wilderotter Vineyards. Prior to Ms. Wilderotter’s role at Grand Reserve Inn, she served in various senior and management roles at Frontier Communications Corp., a telecommunications company, including as President and Chief Executive Officer. Ms. Wilderotter currently serves on the boards of directors of Costco Wholesale Corp., a wholesale retailer; Lyft, Inc., a ride-sharing service company; and Sana Biotechnologies, a biotechnology company. Ms. Wilderotter previously served on the boards of directors of Hewlett Packard Enterprise Co., a technology company; Frontier Communications Corp; Xerox Corp; DreamWorks Animation SKG Inc., an entertainment company; The Procter & Gamble Company, a consumer products company; Juno Therapeutics, Inc., a biopharmaceutical company; and Cadence Design Systems, an electronic design automation software and engineering services company. Ms. Wilderotter holds a B.A. in Economics from the College of the Holy Cross. We believe that Ms. Wilderotter possesses specific skills and attributes that qualify her to serve as a member of the Board and as our Board Chair, including her significant public company leadership experience as both a board member and an officer, as well as her broad-ranging corporate experience, including senior leadership positions in the areas of marketing and technology. | | Maggie Wilderotter Age | 68 Director Since | March 2018 Committees | none | |

  18. CLASS III DIRECTORS

    | 16 | Proxy Statement | DocuSign, Inc. |

  19. CLASS III DIRECTORS

    | DIRECTORS AND CORPORATE GOVERNANCE | |

  20. Evaluation of Director Nominees

    Evaluation of Director Nominees The Nominating 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 Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating 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. In conducting this assessment, the Nominating Committee typically also considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating 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 Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee uses 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 Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

  21. Evaluation of Director Nominees

    | 20 | Proxy Statement | DocuSign, Inc. |

  22. Evaluation of Director Nominees

    | DIRECTORS AND CORPORATE GOVERNANCE | |

  23. Evaluation of Director Nominees

    The Nominating Committee will consider director candidates recommended by stockholders. The Nominating 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 Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating Committee at the following address: c/o DocuSign, Inc., 221 Main Street, Suite 1550 San Francisco, California 94105, Attn: Corporate Secretary, no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. Submissions must include the full name and address of the stockholder on whose behalf the submission is made, the number of shares owned beneficially by such stockholder as of the date of the submission, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and any additional information required by our Bylaws. Our Nominating Committee has discretion to decide which individuals to recommend for nomination as directors. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

  24. Director Compensation

    Director Compensation

  25. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy The Compensation Committee, after considering the information, analysis and recommendations provided by Compensia, its independent compensation consultant, including data regarding compensation paid to non-employee directors by companies in our “peer group” (as described in the section entitled “Executive Compensation Discussion and Analysis—Fiscal 2023 Compensation Peer Group”), evaluates the appropriate level and form of compensation for non-employee directors and recommends compensation changes to the Board when appropriate. All compensation for non-employee directors is made pursuant to our Non-Employee Director Compensation Policy (amended and restated as of May 28, 2021), which our Compensation Committee reviews annually. No changes were made to our Non-Employee Director Compensation Policy during fiscal 2023. Additionally, our 2018 Equity Incentive Plan limits the maximum number of shares of our common stock subject to an equity award that may be granted during any single year to any non-employee director, taken together with any cash fees paid for Board service during such year, to no more than $600,000 in total value. For fiscal 2023, annual compensation for non-employee directors consisted of:

  26. Non-Employee Director Compensation Policy

    | Board Fees(1) | Fiscal Year 2023 | | Cash Retainer | $40,000 | | Annual Restricted Stock Unit Awards for Continuing Directors(2): | Equal to $225,000 divided by the closing price of the Company’s common stock on the grant date | | Initial Restricted Stock Unit Awards for New Directors(3): | Equal to $450,000 divided by the closing price of the Company’s common stock on the grant date |

  27. Non-Employee Director Compensation Policy

    | Committees and Non-Employee Chair Fees | | | Board Chair(4) | $90,000 | | Lead Independent Director(4) | $90,000 | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $18,000 | | Nominating Committee Chair | $10,000 | | Non-chair Audit Committee Member | $12,500 | | Non-chair Compensation Committee Member | $9,000 | | Non-chair Nominating Committee Member | $5,000 |

  28. Non-Employee Director Compensation Policy

    1.All cash compensation to directors is paid in quarterly installments in arrears following each fiscal quarter, pro-rated for any partial service. 2.The annual restricted stock unit awards are granted annually on the date of our annual meeting of stockholders and generally vest in four equal quarterly installments, with the fourth installment vesting on the earlier of the next annual meeting or the one-year anniversary of the date of grant. All annual grants will vest in full upon a change in control transaction. 3.Each new non-employee director receives a restricted stock unit grant upon joining the Board. The restricted stock unit awards vest over three years in equal quarterly installments. All initial grants will vest in full upon a change in control transaction. 4.The fee is only paid to a non-employee Board Chair or Lead Independent Director, as applicable, and is in lieu of the base cash retainer fee of $40,000.

  29. Non-Employee Director Compensation Policy

    | 24 | Proxy Statement | DocuSign, Inc. |

  30. Non-Employee Director Compensation Policy

    | DIRECTOR COMPENSATION | |

  31. Non-Employee Director Compensation - Fiscal 2023

    Non-Employee Director Compensation - Fiscal 2023 The following table provides information regarding total compensation, in accordance with our non-employee director compensation policy, for our non-employee directors for their service in the fiscal year ended January 31, 2023.

  32. Non-Employee Director Compensation - Fiscal 2023

    | Name(1) | Fees Earned and Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | James Beer | 52,500 | 224,949 | 277,499 | | Teresa Briggs | 65,000 | 224,949 | 289,949 | | Cain A. Hayes | 36,750 | 224,949 | 261,699 | | Blake J. Irving | 63,000 | 224,949 | 287,949 | | Enrique Salem | 52,500 | 224,949 | 277,449 | | Peter Solvik (3) | 74,625 | 224,949 | 299,574 | | Inhi Cho Suh (4) | 37,875 | — | 37,875 | | Maggie Wilderotter (5) | 69,475 | 224,949 | 294,324 |

  33. Non-Employee Director Compensation - Fiscal 2023

    1.Mr. Thygesen did not receive any compensation for his service as a director. Mr. Springer received no compensation for his service as director, other than continued vesting under his equity awards. Ms. Wilderotter did not receive compensation for her service as a director during her tenure as interim CEO of DocuSign. Ms. Suh ceased to receive compensation for her service as a director upon her resignation from the Board and the commencement of her employment with the Company. Please see the section entitled “Summary Compensation Table” for a summary of payments made to each of Messrs. Springer and Thygesen and Mses. Wilderotter and Suh, which, in the case of Mses. Wilderotter and Suh, includes the aggregate payments that each received as a director and as an executive officer. 2.The amounts reflect the full grant date fair value for awards granted during fiscal 2023. The grant date fair value was computed in accordance with Topic 718. This calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the director will perform the requisite service for the award to vest in full. See Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, for the valuation assumptions and other related information. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. 3.Mr. Solvik was appointed to serve as the Lead Independent Director effective June 16, 2022. Mr. Solvik ceased to serve as the Lead Independent Director effective October 9, 2022. Mr. Solvik received cash compensation, pro-rated, for his service as Lead Independent Director as set forth in the above table. 4.Ms. Suh is a former member of the Board, ending her service on July 5, 2022, the date on which she was appointed President, Product and Engineering. Ms. Suh ceased to be eligible for director compensation at such time. Prior to such time, Ms. Suh received compensation for her service as a non-employee member of our Board as set forth in the table above. Ms. Suh vested in her RSUs that were granted to her in her capacity as a director prior to her appointment as our President, Product and Engineering. 5.Ms. Wilderotter served as interim CEO from June 20, 2022 to October 9, 2022, and received compensation for such interim CEO service as described further below in the section entitled “Summary Compensation Table”. During her service as interim CEO, Ms. Wilderotter did not receive any cash compensation in her capacity as a director, although she continued to vest in her RSUs that were granted to her in her capacity as a non-employee director during her tenure as interim CEO.

  34. Non-Employee Director Compensation - Fiscal 2023

    | DocuSign, Inc. | Proxy Statement | 25 |

  35. Non-Employee Director Compensation - Fiscal 2023

    | | DIRECTOR COMPENSATION |

  36. Non-Employee Director Compensation - Fiscal 2023

    The following table provides information regarding the number of shares subject to outstanding RSUs held by each director as of January 31, 2023 and granted in accordance with our Non-Employee Director Compensation Policy described above. Please note that the table does not include equity awards granted to Mses. Wilderotter or Suh in connection with their respective appointments as our interim CEO and President, Product and Engineering.

  37. Non-Employee Director Compensation - Fiscal 2023

    | Name | Outstanding RSU Awards | Shares Subject to Outstanding Options | | James Beer | 1,808 | — | | Teresa Briggs | 1,820 | — | | Cain A. Hayes | 1,961 | — | | Blake J. Irving | 1,343 | — | | Enrique Salem | 1,343 | 12,500 | | Peter Solvik | 1,343 | — | | Inhi Cho Suh (1) | — | — | | Maggie Wilderotter (2) | 1,343 | 3,000 |

  38. Non-Employee Director Compensation - Fiscal 2023

    1.Ms. Suh is a former member of the Board, ending her service on July 5, 2022. Ms. Suh vested in her RSUs that were granted to her in her capacity as a director prior to her appointment as our President, Product and Engineering. Ms. Suh was granted additional RSUs in her capacity as our President, Product and Engineering, which are presented in the section entitled “Summary Compensation Table” summarizing NEO compensation. 2.Ms. Wilderotter was granted additional RSUs in her capacity as interim CEO, which are presented in the section entitled “Summary Compensation Table” summarizing NEO compensation, and for which no further vesting occurred as of October 9, 2022.

  39. Non-Employee Director Compensation - Fiscal 2023

    | 26 | Proxy Statement | DocuSign, Inc. |

  40. Executive Compensation Highlights in Fiscal 2023

    Executive Compensation Highlights in Fiscal 2023 The Compensation and Leadership Development Committee of our Board (referred to in this Executive Compensation Discussion and Analysis as the “Committee”) continues to believe that executive compensation should be directly linked to strong financial and operational performance and the creation of long-term value for our stockholders. To incentivize strong financial and operational performance and long-term value creation, our cash incentive and equity compensation plans for fiscal 2023 incorporated performance metrics that aligned with the key drivers of our success and the health of our business. We used the performance metrics listed in the table below for our NEOs’ fiscal 2023 annual cash bonus plan and three-year TSR-based PSUs awarded during fiscal 2023. In addition, Mr. Thygesen received a stock price-based PSU award, which is described below in detail in the section entitled “—Chief Executive Officer Transition and Agreements.”

  41. Executive Compensation Highlights in Fiscal 2023

    | For Our CEO and all NEOs(1) for Full Year; and For Second Half of FY23 for President, WW Field Operations(2) | For Our President, WW Field Operations for First Half of FY23(2) | | • Net New Monthly Recurring Revenue (NNMRR) | • Net New Monthly Recurring Revenue (NNMRR) | | • Adjusted Operating Income | • Adjusted Operating Income | | • Revenue | • Relative TSR | | • Relative TSR | |

  42. Appointment of Allan Thygesen as Chief Executive Officer

    Appointment of Allan Thygesen as Chief Executive Officer Mr. Thygesen was appointed as our President and CEO and as a member of our Board, effective October 9, 2022. In hiring Mr. Thygesen, the Board and the Committee prepared the compensation package described below to align Mr. Thygesen’s compensation with stockholder interests. The Board and the Committee believed that the compensation package would drive the greatest stockholder value, performance and long-term success for DocuSign, while attracting Mr. Thygesen to DocuSign and retaining and motivating him after joining us. It was important that we provided Mr. Thygesen with a compensation package that was competitive with those of experienced leaders at other major global companies, with performance-based compensation as an important element of his pay that would provide him the opportunity to build meaningful ownership with the creation of sustained long-term value for stockholders. In developing the compensation package for Mr. Thygesen, the Board and Committee reviewed an analysis of competitive market data prepared by the Committee’s independent compensation consultant and gave careful consideration to, among other factors, the compensation structure and amounts that were appropriate and necessary to incentivize Mr. Thygesen to join us as our CEO; Mr. Thygesen’s depth of knowledge and unique ability to execute on our strategy; and our desire to use his compensation to incentivize achievement of our strategic objectives and provide sufficient retention goals. Below is a detailed description of Mr. Thygesen’s compensation package, which tightly links pay with performance. As described above, Mr. Thygesen’s new hire compensation primarily consisted of equity awards that serve to drive incentives toward achievement of our strategic objectives and align interests with those of our stockholders, and the vesting periods emphasize sustained execution and value creation. Likewise, the aggregate value of the equity awards was determined to be appropriate to incentivize Mr. Thygesen to become our CEO. Additionally, the Compensation Committee determined that the blend of time-based RSUs, TSR PSUs and a PSU subject to achievement of three increasingly difficult stock price targets over seven years, provided a durable mix of retention incentive plus immediate alignment with our stockholders. In connection with his appointment, Mr. Thygesen entered into an offer letter containing the principal terms and conditions of his employment as our President and CEO (the “Thygesen Offer Letter”). The Thygesen Offer Letter provides for the following, among other things, (i) an initial annual base salary of $1,000,000; (ii) an annual target cash bonus up to 100% of the amount of his then-current base salary (limited to 60% of the second half of his annual bonus for fiscal 2023, with any earned bonus amount for such second half prorated based on his actual service during that period); and (iii) the equity awards described below. Sign-On RSU Award. Mr. Thygesen received an award of RSUs with a target value of $20,000,000, subject to his continuous service with DocuSign on the one-year anniversary of his employment start date (the “Sign-On RSU Award”). FY23 RSU Award. Mr. Thygesen received an award of RSUs with a target value of $10,000,000, vesting quarterly over four years, subject to his continuous service with DocuSign (the “FY23 RSU Award”). TSR PSU Award. Mr. Thygesen received an award of performance-based RSUs (the “TSR PSU Award”) with a target value of $10,000,000, subject to the achievement of certain pre-established performance metrics. Mr. Thygesen is eligible to earn up to 200% of the TSR PSU Award upon “maximum” level achievement of the applicable performance metrics. The terms of Mr. Thygesen’s TSR PSU Award are substantially identical to those of the other TSR PSU Awards that were granted to certain other executive officers during fiscal 2023, except that the TSR measurement periods are tied to Mr. Thygesen’s employment start date. The TSR PSU Award is subject to both (i) the achievement of performance goals related to DocuSign’s relative TSR as measured against the Nasdaq Composite Index over a three-year performance period, determined at the end of one-year, two-year and three-year performance periods with performance capped at 1/3rd of the Target TSR PSUs for the first and second performance periods and (ii) Mr. Thygesen’s continuous service as our CEO, or as our Executive Chairman under certain circumstances (as applicable, the “CEO Service”), through the end of the applicable performance period. SVC PSU Award. Mr. Thygesen received an award of performance-based RSUs subject to certain stock price targets (the “Stockholder Value Creation (SVC) PSU Award”), as described below. The SVC PSU Award was designed to drive value creation over the long term by encouraging leadership continuity and motivating Mr. Thygesen with equity that rewards him for providing sustained, meaningful increases in stockholder value over a performance period of up to seven years. The Committee believes that we have a considerable opportunity to continue to deliver significant stockholder value. By further linking Mr. Thygesen’s compensation to the performance of our stock price so that he does not realize value with respect to the SVC PSU Award unless

  43. Appointment of Allan Thygesen as Chief Executive Officer

    all our stockholders benefit from substantial value creation, the SVC PSU Award was designed to ensure that his compensation is aligned with stockholder interests. The SVC PSU Award incentivizes significant and sustained performance, with vesting only occurring at stock price targets significantly above our current stock price (as shown in the table below) and only if the stock price is sustained at or above the target level over a trailing 90 calendar-day period, as described below. Moreover, the SVC PSU Award was designed to drive our strategic direction and value creation over the long-term by encouraging leadership continuity and motivating Mr. Thygesen with equity that rewards him for providing sustained meaningful increases in stockholder value over a seven-year period, which is significantly longer than the typical four-year vesting period of equity awards previously granted to our executive officers. The SVC PSU Award is the largest single component of Mr. Thygesen’s comprehensive compensation package, which is intended to holistically achieve long-term value creation for our stockholders by rewarding achievement of performance objectives in both the short term (i.e., through the achievement of financial performance objectives pursuant to our annual bonus plan) and long term (i.e., through the TSR PSU Award and SVC PSU Award, which vest upon the achievement of certain multi-year performance metrics aligned to stockholder value). The SVC PSU Award is divided into six tranches (each, a “Tranche”) that each require achievement of a stock price target (each, a “Stock Price Target”) as set forth in the Stock Price Target Table below. Each of Tranches 1 through 5 represent the right to acquire the number of shares of our common stock in the table below, with such shares vesting if the applicable Stock Price Targets are achieved within five years of Mr. Thygesen’s employment start date (the “5-Year Performance Period”). Tranche 6 represents the right to acquire the number of shares of our common stock in the table below, with such shares vesting if the applicable Stock Price Target is achieved within seven years of Mr. Thygesen’s employment start date (the “7-Year Performance Period”).

  44. Share Price Targets Table

    | Performance Period | Tranche | Tranche Value ($) | Number of PSUs | Share Price Target as % Increase from SVC Baseline Price | Share Price Target ($) | | 5-Year Performance Period | 1 | 7,700,000 | 303,901 | 25% | 67.95 (“Threshold”) | | | 2 | 7,700,000 | 303,901 | 80% | 97.85 | | | 3 | 7,700,000 | 303,901 | 120% | 119.59 | | | 4 | 7,700,000 | 303,901 | 233% | 181.02 | | | 5 | 7,700,000 | 303,901 | 317% | 226.68 | | 7-Year Performance Period | 6 | 11,500,000 | 662,551 | 483% | 316.92 (“Maximum”) |

  45. Share Price Targets Table

    A Stock Price Target will be achieved if the average daily closing price of our common stock on the Nasdaq Global Select Market for ninety (90) calendar days equals or exceeds the applicable Stock Price Target during the applicable performance period. For each achieved Tranche, 50% of the achieved PSUs will vest upon the later of its achievement and the one-year anniversary of the grant date (the “One-Year Anniversary”), and the remaining 50% will vest on the two-year anniversary of its achievement, subject to Mr. Thygesen’s continuous CEO Service through such dates. Investment RSU Award. In addition, if Mr. Thygesen purchases shares of our common stock in the open market during the six-month period following the CEO Start Date (the “Investment Shares”), up to a limit of $7,500,000 in aggregate purchase price, and in all cases subject to our insider trading policies and certain other limitations set forth in the Thygesen Offer Letter, Mr. Thygesen will receive an award of RSUs for an equal number of shares. The Investment RSU Award will vest over two years, subject to Mr. Thygesen’s continuous service through each such vesting date. The Investment RSU Award and shares issued in respect thereof are subject to partial or total forfeiture in the event Mr. Thygesen sells or otherwise disposes of the Investment Shares (other than upon a change in control) within two years following the applicable Investment RSU Award grant date. If Mr. Thygesen does not acquire shares of our common stock as described above, the Investment RSU Award will not be granted. As of January 31, 2023, Mr. Thygesen had not satisfied the purchase condition of this Investment RSU Award.

  46. Share Price Targets Table

    The Sign-On RSU Award, FY23 RSU Award, TSR PSU Award, the SVC PSU Award and the Investment RSU Award are subject to the terms and conditions of our 2018 Equity Incentive Plan and the applicable award agreements. Qualifying Termination. Pursuant to the Thygesen Offer Letter, we will provide certain payments and benefits to Mr. Thygesen in the event of his termination without “Cause” or resignation for “Good Reason”, either of which are referred to as a “Qualifying Termination,” whether outside of or in connection with a change in control, subject to Mr. Thygesen’s delivery of a release of claims in favor of DocuSign. See the section entitled “Employment Agreements and Potential Payments” below for a discussion of such payment and benefits, including a discussion of the impact of a Qualifying Termination or change in control on the TSR PSU and the SVC PSU.

  47. Appointment of Maggie Wilderotter as Interim Chief Executive Officer

    Appointment of Maggie Wilderotter as Interim Chief Executive Officer In order to facilitate a successful leadership transition, the Board appointed Ms. Wilderotter, our Board Chair and a member of our Board since 2018, as interim President and CEO effective June 20, 2022. On October 9, 2022, Ms. Wilderotter’s service as interim President and CEO terminated in connection with Mr. Thygesen’s commencement of service as our President and CEO. Ms. Wilderotter continues to serve as a Class III director and Board Chair. In connection with her interim role and in recognition of Ms. Wilderotter’s expanded responsibilities and stewardship during our leadership transition, Ms. Wilderotter entered into an offer letter which set forth the principal terms and conditions of her employment as interim President and CEO, including, among other things: (i) her initial base salary at the annualized rate of $734,000; (ii) a monthly service bonus payment of $67,283 following the completion of each full or partial month of employment as interim CEO; and (iii) a grant of restricted stock units with a target value of $4,550,000 subject to time-based vesting (the “Wilderotter RSU Award”). The Wilderotter RSU Award provided that it would vest in four installments, subject to Ms. Wilderotter’s continued employment as interim CEO, as follows: (i) 50% of the Wilderotter RSU Award to vest on the earlier of the six-month anniversary of her start date as interim CEO (the “Interim CEO Start Date”), the appointment of a permanent chief executive officer or a change in control of DocuSign; and (ii) 50% of the RSU Award (“Tranche 2”) to vest in three equal installments, with 1/3rd of the shares subject to Tranche 2 vesting on each of the 4-month, 7-month and 12-month anniversaries of the Interim CEO Start Date, subject to her continued employment as interim CEO through each such date. As of her resignation as interim CEO on October 9, 2022, Tranche 1 vested in full and Tranche 2 had not vested and was forfeited. All equity awards that Ms. Wilderotter received as compensation for her prior Board service remained outstanding and continued to vest pursuant to their terms during her service as interim CEO.

  48. Compensation Practices

    | What We Do | | What We Don’t Do | | | ü | Maintain a Compensation and Leadership Development Committee consisting entirely of independent members | X | Permit any of our employees or directors to engage in short sales, hedging, pledging, margin accounts or transactions in derivatives of our securities | | ü | Use an independent compensation consultant, retained directly by the Compensation and Leadership Development Committee | X | Offer fixed term (vs. “at-will”) employment for our NEOs | | ü | Maintain stock ownership guidelines for our NEOs and non-employee directors | X | Provide our NEOs any deferred compensation or access to special retirement or pension plans that are not generally available to all our employees | | ü | Align NEO compensation with stockholder interests using equity compensation, a portion of which is performance-based | X | Provide tax reimbursements or gross-ups on executive change-in-control payments | | ü | Use a representative peer group of comparable software and services companies, as well as relevant compensation survey data, when setting executive compensation | X | Offer special health benefits—NEOs are eligible for the same health benefits as are generally available to all our employees | | ü | Set a reasonable limit on compensation granted or paid to a non-employee director in any fiscal year | X | No “single trigger” vesting acceleration upon a change-in-control of DocuSign for NEOs | | ü | Annually assess the risks of our compensation programs company-wide | X | Provide significant perquisites to our NEOs |

  49. Say-on-Pay and Stockholder Engagement

    Say-on-Pay and Stockholder Engagement At the 2020 Annual Meeting of Stockholders, our stockholders voted to advise DocuSign to conduct votes on NEO compensation on an annual basis. Accordingly, we intend to conduct an advisory vote on NEO compensation annually until the next stockholder vote regarding the frequency of future advisory votes on NEO compensation. This year’s advisory vote on NEO compensation is our third year conducting such a vote. During the 2022 Annual Meeting of Stockholders, our stockholders expressed support for our executive compensation program, with over 91% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs. When designing our fiscal 2023 executive compensation program, including the form and amount of compensation to our NEOs, the Committee considered feedback from our stockholders in addition to various other factors as described below under the section entitled “—Compensation Setting Process”. The Committee reviewed the results of the Say-on-Pay vote and concluded, based on the results of such vote and the stockholders’ endorsement of our compensation program, that our executive compensation program was operating in accordance with our compensation philosophy and objectives. Consequently, the Committee did not make any significant changes to our general, annual executive compensation program comprised of base salary, annual cash incentives and a blend of time based RSUs and TSR-based PSUs. The Committee will continue to consider stockholder feedback and the results of our Say-on-Pay votes when making future compensation decisions for our executives.

  50. The Role of Our Compensation Consultant

    The Role of Our Compensation Consultant Pursuant to its charter, the Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The Committee has the authority to make all determinations regarding the engagement, fees and services of these advisors, and any such advisor reports directly to the Committee. For fiscal 2023, the Committee engaged Compensia as its independent compensation consultant. During fiscal 2023, Compensia was retained to: •Advise the Committee on a competitive compensation framework relevant to a public company at our stage of development; •Advise the Committee on the composition of our compensation peer group; •Provide market analyses of the compensation of our non-employee directors and executive officers, including our NEOs; •Provide input on the design of our annual cash incentive plan and PSU program; •Provide market analyses and advise the Committee on executive severance and change in control provisions; •Advise the Committee on public disclosures relating to our executive compensation program; •Assist the Committee in assessing the risks under our compensation programs; •Assist the Committee with the development of the compensation package for our CEO and interim CEO; •Provide advice on our retention program; and •Provide advice on compensation for key employees. Compensia representatives attended Committee meetings and periodically met with members of our management team in the course of carrying out its work. The Committee has evaluated Compensia’s independence pursuant to Nasdaq listing standards and the relevant SEC rules and determined that no conflict of interest has arisen as a result of the work performed by Compensia.

  51. Fiscal 2023 Compensation Peer Group

    Fiscal 2023 Compensation Peer Group In setting NEO compensation for fiscal 2023, the Committee reviewed compensation data from a group of public companies which we believe are comparable in size and industry to us. This peer group consisted of publicly traded software and services companies generally headquartered in the U.S. that had revenues between 0.5x and 2.0x of DocuSign’s revenues and/or had a market capitalization between 0.33x and 3.0x of DocuSign’s market capitalization. In addition, the Committee focused on companies with strong year-over-year revenue growth (generally 20% or more) and a high market-capitalization-to-revenue multiple (generally 10x or more).

  52. Fiscal 2023 Compensation Peer Group

    | 38 | Proxy Statement | DocuSign, Inc. |

  53. Fiscal 2023 Compensation Peer Group

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | |

  54. Fiscal 2023 Compensation Peer Group

    In November 2021, the Committee reviewed the compensation peer group that would be used for fiscal 2023 compensation decision making. In assessing each of the companies against the selection criteria, the Committee elected to exclude Slack after its acquisition by Salesforce, Inc. in 2022. As a result, the Committee approved the following compensation peer group that was used for reference in making compensation decisions during fiscal 2023:

  55. Fiscal 2023 Compensation Peer Group

    | Fiscal 2023 Peer Group | | | | | Autodesk | Okta | Snowflake | Workday | | CoStar Group | Paycom Software | Splunk | Zendesk | | Crowdstrike Holdings | RingCentral | The Trade Desk | Zoom Video Communications | | Dropbox | ServiceNow | Twilio | | | HubSpot | Shopify | Veeva Systems | |

  56. Fiscal 2023 Compensation Peer Group

    The Committee also refers to executive compensation surveys from Radford, an Aon Hewitt company, as needed, covering software companies in the San Francisco Bay Area. These surveys, as well as the peer group information, serve as data points in determining the appropriate components of the overall compensation of our executive officers, but the Committee does not benchmark its compensation to any particular level or against any specific member of our compensation peer group or such surveys. In setting the elements of compensation for our NEOs, the Committee reviewed the base salary, annual cash incentives, total target cash compensation, long-term incentives and total direct compensation of our NEOs compared to those compensation elements for similarly situated executives at the companies in our compensation peer group. Compensia provided compensation data at the 25th, 50th, 60th and 75th percentiles for our compensation peer group, and the Committee used this information as a reference when making compensation decisions for our NEOs. The Committee did not set NEO compensation levels based solely on comparison percentiles from the comparable companies’ data. Instead, the Committee used these percentiles to evaluate the overall competitive marketplace for key talent, and relied on its own judgment in setting NEO compensation amounts after taking into consideration other relevant factors, including the scope, responsibility and skills required of each NEO’s position, each of our NEOs’ contributions and past performance, achievement of short- and long-term objectives, prevailing market conditions, the competitive market (based on an analysis of compensation peer group and survey data), and internal pay parity.

  57. Principal Elements of Compensation; Fiscal 2023 Pay Mix

    Principal Elements of Compensation; Fiscal 2023 Pay Mix Consistent with our compensation objectives and our pay-for-performance philosophy described above, we compensate our NEOs in the form of base salaries, semi-annual cash incentives, and long-term equity incentives consisting of time-based restricted stock unit awards (“RSUs”) and performance-based RSU awards (“PSUs”).

  58. Principal Elements of Compensation; Fiscal 2023 Pay Mix

    | | Pay Element | Metrics | Rationale | | Base Salary | Cash | N/A | Provides a fixed and stable level of income for performance of day-to-day responsibilities | | Semi-Annual Cash Incentive & Sales Commission Plans | Performance-Based Cash Incentive | NEOs: Revenue, NNMRR & Adjusted Operating Income | Motivates achievement of key semi-annual and annual financial and operational goals | | Long-Term Equity Awards | Time-Based RSUs | Stock Price Performance | Establishes direct alignment of NEOs’ and stockholders’ interests by rewarding creation of long-term stockholder value | | | TSR Performance-Based RSUs (PSUs) | Stock Price Relative to Nasdaq Composite Index over three-year performance period | Promotes long-term retention through multi-year vesting schedule and multi-year performance period |

  59. Principal Elements of Compensation; Fiscal 2023 Pay Mix

    For fiscal 2023: (i) 99% of our current CEO’s target total direct compensation was performance-based or variable and 99% of such compensation consisted of long-term equity awards; and (ii) 97% of our other average NEOs’ (excluding the former CEO and former interim CEO) target total direct compensation was performance-based or variable and 97% of such compensation consisted of long-term equity awards.

  60. Base Salary

    Base Salary Base salary allows us to attract and retain our NEOs with predictable, fixed annual cash compensation. The Committee sets base salaries for our NEOs after considering the scope, responsibility and skills required of each NEO’s position, the competitive market (based on an analysis of compensation peer group and compensation survey data), past performance, and internal pay parity. In May 2022, the Committee determined our then-current NEOs’ base salaries for fiscal 2023 after considering these factors and the recommendations of Mr. Springer, our then CEO, (other than with respect to his own base salary). In particular, the Committee noted that the base salaries of our NEOs were below our compensation peer group median. Based on this consideration, the Committee increased the salary for Cynthia Gaylor, our Chief Financial Officer, in order to attain greater alignment with market levels.

  61. Annual Cash Incentives

    Annual Cash Incentives In addition to base salary, we provide our NEOs (other than our former interim CEO) the opportunity to earn cash bonuses under our Company Incentive Plan (“CIP”). The Committee believes that a significant proportion of each NEO’s total compensation should be at-risk and based on performance, including short-term performance objectives which we incentivize with the CIP. In furtherance of that goal, the Committee seeks to set CIP goals that contain rigorous performance hurdles that must be met before target awards under the CIP can be earned. The CIP is designed to reward our NEOs based on performance during both the first half and the full fiscal year, with 40% of each NEO’s target bonus eligible to be paid after the second fiscal quarter and 60% of the target bonus eligible to be paid after the end of the fiscal year. In each case, our NEOs’ performance against our financial and operational goals is measured against the goals set at the beginning of the fiscal year.

  62. Semi-Annual Payments Under the CIP are Calculated Based on the Following Formula

    | Base SalaryX | Target Bonus (Percentage of Base Salary)X | WeightingX | Company Performance / ESG Modifier | = | Bonus Payout | | | | ê | ê | | | | | | FY 23 1st Half 40% Full Year 60% | FY 23 Revenue 25% NNMRR 50% Operating Income 25% | | |

  63. Fiscal Year 2023 Company Incentive Plan Opportunities

    Fiscal Year 2023 Company Incentive Plan Opportunities Executive officers who participate in the CIP have an established incentive target, which is equal to a percentage of his or her base salary. The actual earned annual incentive bonus, if any, is calculated based on the bonus pool funding determined by our performance. An NEO’s payout could range from 0% to 145% of target. In May 2022, the Committee determined the fiscal 2023 incentive targets after considering competitive market data from our compensation peer group and compensation survey data, with the assistance of its compensation consultant, and the recommendations of Mr. Springer, our then CEO (other than with respect to himself). We maintained all target awards as a percentage of base salary, other than for Ms. Gaylor as noted below. The Committee increased the incentive target award amount for Ms. Gaylor in order to attain greater alignment with market levels. The Committee determined the fiscal 2023 incentive targets for those NEOs who began service during fiscal 2023 in connection with their hiring. See the section entitled “—Chief Executive Officer Transition and Agreements” above for a discussion of Mr. Thygesen’s fiscal 2023 CIP prorated target amount for the second half of fiscal 2023. Ms. Wilderotter did not participate in the CIP.

  64. Fiscal Year 2023 Company Incentive Plan Opportunities

    | DocuSign, Inc. | Proxy Statement | 41 |

  65. Fiscal Year 2023 Company Incentive Plan Opportunities

    | | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  66. Fiscal Year 2023 Company Incentive Plan Opportunities

    | Executive | Fiscal 2022 Target Annual Incentive (% of base salary)* | Fiscal 2023 Target Annual Incentive (% of base salary) | | Allan Thygesen‡ | — | 100 | | Maggie Wilderotter† | — | — | | Daniel D. Springer† | 100 | 100 | | Cynthia Gaylor | 50 | 100 | | Inhi Cho Suh‡ | — | 100 | | Stephen Shute‡ | — | 100 | | James P. Shaughnessy‡ | — | 60 |

  67. Fiscal Year 2023 Company Incentive Plan Opportunities

    *NEOs who were not employed by the Company in fiscal 2022 did not have a fiscal 2022 Target Annual Incentive. †NEO no longer employed by the Company. ‡ NEO began employment with the Company during fiscal 2023.

  68. Performance Metrics and Targets

    Performance Metrics and Targets For fiscal 2023, the Committee selected the following performance metrics for the CIP in order to align the target bonus opportunities for our executive officers, including our NEOs, with the key drivers of our financial and operational success.

  69. Performance Metrics and Targets

    | Performance Metric | Definition | Why Used | | Revenue | GAAP revenue as reported in our audited financial statements | Primary external indicator of growth | | Net New Monthly Recurring Revenue (NNMRR) | Monthly recurring revenue (MRR) from new customers, volume expansions and sales of additional products and services to existing customers, net of MRR losses | Primary internal indicator of future subscription revenue growth | | Adjusted Operating Income | GAAP income from operations, excluding expenses related to stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, acquisition-related expenses, loss on extinguishment of debt, executive transition costs, lease-related impairment and lease-related charges, restructuring and other related charges, tax impact related to an intercompany IP transfer and, as applicable, other special items. | Measure of operating profitability excluding impacts from financing, capital expenditures and stock-based compensation |

  70. Performance Metrics and Targets

    Our actual performance in fiscal 2023 relative to the target levels established for each of the performance metrics resulted in the following weighted funding percentages under the fiscal 2023 CIP:

  71. Performance Metrics and Targets

    | | First Half Fiscal 2023 | | | | Full Year Fiscal 2023 | | | | | | Weight | Actual(1) | Target(1) | Overall Funding (as a % of Target) | Weight | Actual(1) | Target(1) | Overall Funding (as a % of Target)(4) | | Revenue | 10% | $1,210.9M | $1,244.6M | 63.8% | 15% | $2,515.9M | $2,669.0M | 59.3% | | NNMRR(2) | 20% | — | — | | 30% | — | — | | | Adjusted Operating Income(3) | 10% | $214.3M | $214.4M | | 15% | $516.8M | $482.4M | |

  72. Performance Metrics and Targets

    1.If the threshold level of achievement for any of the metrics was not achieved, that portion of the CIP did not fund. Achievement above the threshold resulted in funding on a linear basis up to a maximum funding percentage, which ranged from 140% to 150% for each metric. In light

  73. Performance Metrics and Targets

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  74. Performance Metrics and Targets

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | |

  75. Performance Metrics and Targets

    of macro-economic conditions and lower than expected year over year performance, the Committee decided to lower threshold achievement and corresponding payout in fiscal 2023, resulting in a payment for adjusted elements lower than the original target payments at threshold. 2.We are not disclosing achievement or funding levels for this performance metric, because our NNMRR figures represent confidential commercial information, the disclosure of which would result in competitive harm (for example, by providing competitors insight into our sales strategy and business operations). The aggregate target levels for NNMRR in fiscal 2023 represented a significant increase from fiscal 2022. 3.For this purpose, “Adjusted Operating Income” meant GAAP income from operations excluding expenses related to stock-based compensation, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs, acquisition-related expenses, loss on extinguishment of debt, executive transition costs, lease-related impairment and lease-related charges, restructuring and other related charges, tax impact related to an intercompany IP transfer and, as applicable, other special items. 4.The Committee applied the Company’s ESG Modifier, which was determined to be 88.9% in fiscal 2023, to the full year fiscal 2023 performance achievement metrics of 66.7%. This resulted in an overall funding percentage of 59.3% for our NEOs. See the section entitled “—ESG Modifier” below for more information. ESG Modifier Beginning in fiscal 2023, DocuSign began incorporating an environmental, social and governance (ESG) modifier into our annual cash incentive program for our NEOs. The ESG modifier percentage is based on the achievement of certain specified ESG-related objectives set yearly by the Committee, with the modifier ranging from 80% to 120%. The ESG modifier is multiplied by the overall funding percentage based upon the achieved amount of Revenue, NNMRR and Adjusted Operating Income under the CIP to increase or decrease our NEOs’ bonus payouts. With this change, we aim to further motivate our executive leadership to meet high standards in advancing our values and our ESG priorities as a company, in addition to delivering strong operational and financial results. In fiscal 2023, the ESG Modifier was determined to be 88.9%.

  76. Fiscal 2023 Cash Incentive Payments

    Fiscal 2023 Cash Incentive Payments These funding percentages resulted in the following payments under the CIP:

  77. Fiscal 2023 Cash Incentive Payments

    | First Half Fiscal 2023 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Company Performance (%) | First Half Payout ($) | | Allan Thygesen(1) | — | — | — | — | — | | Maggie Wilderotter† (2) | — | — | — | — | — | | Daniel D. Springer† | 350,000 | 100 | 40 | 63.8 | — | | Cynthia Gaylor | 500,000 | 100 | 40 | 63.8 | 95,183 | | Inhi Cho Suh‡ | 500,000 | 100 | 40 | 63.8 | 19,034 | | James P. Shaughnessy‡ | 510,000 | 60 | 40 | 63.8 | 26,749 |

  78. Fiscal 2023 Cash Incentive Payments

    †NEO no longer employed by the Company. ‡ NEO began employment with the Company during the first half of fiscal 2023 and the first half payout was prorated based on the length of employment during the first half of fiscal 2023. 1.Mr. Thygesen was not employed with the Company during the first half of fiscal 2023. 2.Ms. Wilderotter did not participate in the CIP.

  79. Fiscal 2023 Cash Incentive Payments

    | DocuSign, Inc. | Proxy Statement | 43 |

  80. Fiscal 2023 Cash Incentive Payments

    | | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  81. Fiscal 2023 Cash Incentive Payments

    | Second Half and Full Fiscal 2023 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Company Performance (%) | Second Half Payout ($) | Full Year Payout ($) | | Allan Thygesen‡ (1) | 1,000,000 | 100 | 60 | 59.3 | 222,375 | 222,375 | | Maggie Wilderotter† (2) | — | — | — | — | — | — | | Daniel D. Springer† | 350,000 | 100 | 60 | 59.3 | — | — | | Cynthia Gaylor | 500,000 | 100 | 60 | 59.3 | 177,900 | 273,083 | | Inhi Cho Suh | 500,000 | 100 | 60 | 59.3 | 177,900 | 196,943 | | Stephen Shute | 500,000 | 100 | 60 | 59.3 | 154,180 | 175,954(3) | | James P. Shaughnessy | 510,000 | 60 | 60 | 59.3 | 108,875 | 135,624 |

  82. Fiscal 2023 Cash Incentive Payments

    ‡ NEO began employment with the Company during the second half of fiscal 2023. 1.Mr. Thygesen’s second half payout was prorated based on the length of his employment during the second half of fiscal 2023. 2.Ms. Wilderotter did not participate in the CIP. 3.Full year payout for Mr. Shute includes his first half payout aligned to his sales commission plan achievement of 5.73%, resulting in a payment of $21,774 (as detailed in the table below) and second half payout aligned to the CIP.

  83. Other Bonuses

    Other Bonuses As described above under the section entitled “—Chief Executive Officer Transition and Agreements”, in consideration of her interim CEO services, Ms. Wilderotter received a monthly service bonus payment of $67,283 following the completion of each full or partial month of her continued employment as interim CEO. In total, she received $336,415 such bonus payments. Additionally, the Committee awarded Mr. Shute, President, Worldwide Field Operations, a discretionary bonus payment of $38,226 due to the changes and challenges in our sales organization and Company leadership changes when Mr. Shute joined the Company.

  84. Long-Term Equity Incentives

    Long-Term Equity Incentives The long-term equity incentive element of our NEOs’ compensation generally consists of: •Restricted Stock Units (“RSUs”), which generally vest over a four-year period subject to the NEO’s continued employment with us; and •Performance-Based Restricted Stock Units (“PSUs”), which generally are earned based on the achievement of TSR-based performance metrics, as described below, and subject to the NEO’s continued employment with us through the performance period. The Committee believes both RSUs and PSUs align the total compensation of our NEOs with stockholder value creation and motivate and reward our NEOs for effectively executing longer-term strategic, financial and operational objectives. The Committee believes that a mix of PSUs (which directly link our NEOs’ target total direct compensation to the performance of our stock price) and RSUs (which offer more predictable value over time) effectively align our NEOs’ compensation with the long-term interests of our stockholders while addressing our retention objectives.

  85. Fiscal 2023 Equity Awards

    Fiscal 2023 Equity Awards See the section entitled “—Chief Executive Officer Transition and Agreements” above for a discussion of Mr. Thygesen’s RSUs, TSR PSUs and SVC PSUs and Ms. Wilderotter’s RSUs. Our former CEO, Mr. Springer, did not receive grants of equity awards during fiscal 2023. Beginning in fiscal 2023, after consultation with its independent compensation consultant, Compensia, the Committee adopted a mix of 50% RSUs and 50% PSUs for yearly focal equity awards made to our NEOs (changing the mix from 75% RSUs and 25% PSUs in prior years), in order to further align incentives among our senior management team and align a greater amount of our NEO compensation to the achievement of long-term performance objectives. Our NEOs have the opportunity to receive annual incremental payouts on their PSU values (based on award tracking which can vest up to the plan target annually), with any earnings above 100% of target captured in the final three-year period. In arriving at the target equity values to award to our NEOs for fiscal 2023, the Committee considered our performance in fiscal 2022, competitive market data for each NEO’s position, the value of each NEO’s unvested equity holdings, individual performance, and the recommendations of the former CEO (other than with respect to himself). Among our fiscal 2023 NEOs, Ms. Gaylor was the sole recipient of this yearly focal equity award, and she received a $12 million grant, with an equal split between RSU and PSU awards. The Committee determined the target equity values for those NEOs who began service during fiscal 2023 in connection with their hiring.

  86. Fiscal 2023 Equity Awards

    | DocuSign, Inc. | Proxy Statement | 45 |

  87. Fiscal 2023 Equity Awards

    | | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  88. Fiscal 2023 Equity Awards

    After reviewing these factors, the Committee approved the equity awards listed below for our NEOs (other than the former CEO, former interim CEO and our CEO) for fiscal 2023:

  89. Fiscal 2023 Equity Awards

    | | Target RSU Award (New Hire)(1) ($) | Target RSU Award (Retention)(1) ($) | Target RSU Award (Focal)(1) ($) | Target PSU Award (Focal)(1) ($) | Total Target Equity Compensation ($) | | Cynthia Gaylor | — | 9,000,000(2) | 6,000,000(3) | 6,000,000(3) | 21,000,000 | | Inhi Cho Suh‡(4) | 20,000,000 | 3,325,000 | — | — | 23,325,000 | | Stephen Shute‡(5) | 25,000,000 | 5,000,000 | — | — | 30,000,000 | | James P. Shaughnessy‡(6) | 10,000,000 | 3,000,000 | — | — | 13,000,000 |

  90. Fiscal 2023 Equity Awards

    ‡ NEO began employment with the Company during fiscal 2023. 1.The number of shares of our common stock subject to these awards was determined by dividing the target amount of PSU and RSU awards by the average closing market price of our common stock over the 10 trading days prior to the grant date. 2.Represents (i) an RSU award of $3,000,000, which vests in full on the one year anniversary of the vesting commencement date; and (ii) an RSU award of $6,000,000, which vests over four years in equal quarterly installments, in each such case subject to the NEO’s continued employment with us. 3.The RSUs vest over four years in equal quarterly installments subject to the NEO’s continued employment with us. The PSUs are subject to the performance and vesting requirements described below under the section entitled “—Performance Metrics for Fiscal 2023 TSR PSU Awards”. 4.The (i) new hire RSUs vest over four years with 25% vesting on the one year anniversary of the vesting commencement date and the remainder vesting in equal quarterly installments thereafter; and (ii) the retention RSUs vest in full on the one year anniversary of the vesting commencement date, in each such case subject to the NEO’s continued employment with us. 5.The (i) new hire RSUs vest over four years with 25% vesting on the one year anniversary of the vesting commencement date and the remainder vesting in equal quarterly installments thereafter; and (ii) the retention RSUs vest in full on the one year anniversary of the vesting commencement date, in each such case subject to the NEO’s continued employment with us. 6.The (i) new hire RSUs vest 35% on the one year anniversary of the vesting commencement date, 35% in equal quarterly installments after year one, 15% in equal quarterly installments after year two, and 15% in equal quarterly installments after year 3; and (ii) the retention RSUs vest over four years in equal quarterly installments, in each such case subject to the NEO’s continued employment with us.

  91. Performance Metrics for Fiscal 2023 TSR PSU Awards

    Performance Metrics for Fiscal 2023 TSR PSU Awards During fiscal 2023, the Committee granted PSU awards based on our total stockholder return (“TSR”) relative to the Nasdaq Composite Total Return Index (the “Index”), with an overall three-year performance period with achievement determined at the end of one-year, two-year and three-year performance periods, and performance capped at 1/3rd of the Target TSR PSUs for the first and second performance periods (and any performance above 100% of target captured in the final year). Consistent with PSU awards granted in fiscal 2022 and fiscal 2021, the Committee granted these awards to align our NEOs’ incentives with the long-term interests of our stockholders. The Committee, in consultation with Compensia, continues to believe the Index is an appropriate comparison because it represents a broad group of companies with whom we compete for talent and investment dollars and is large enough to account for potential consolidation in our industry sector. The PSUs will be measured annually over a three-year period, to reward and incentivize our NEOs continued performance, but will be capped in years one and two to encourage long-term performance over a three-year period. At the end of each of the one-year, two-year and three-year performance periods (ending June 10 of 2023, 2024 and 2025, respectively for all NEOs other than our CEO, and ending October 10 of 2023, 2024 and 2025, respectively, for our CEO), the Committee will compare the percentage change in our share price against the percentage change in the Index TSR, in both cases using the average stock price during the 60 trading days immediately before the beginning and the end of the performance period. Our relative TSR is the amount by which our percentage change exceeds or is less than the Index TSR’s percentage change.

  92. Performance Metrics for Fiscal 2023 TSR PSU Awards

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  93. Performance Metrics for Fiscal 2023 TSR PSU Awards

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | |

  94. Performance Metrics for Fiscal 2023 TSR PSU Awards

    | Payout Level | Relative TSR Performance | PSU Vesting Amount (% of Target) | | Max | >= +50 Points vs. Index | 200 | | Target | DOCU TSR = Index | 100 | | Threshold | -25 Points vs. Index | 50 | | None | < -25 Points vs. Index | 0 |

  95. Performance Metrics for Fiscal 2023 TSR PSU Awards

    For the first and second performance periods, if our TSR is equal to the Index TSR, then 1/3rd of the target PSUs will be earned and vest. For the third performance period, if our TSR is equal to the Index TSR, then 100% of the target PSUs will be earned and vest (reduced by the number of PSUs earned with respect to the first and second performance periods). The number of PSUs that are earned and vest will increase or decrease by 2.0% for every percentage point by which our TSR is greater or less than the Index TSR. The maximum number of shares that may be earned and vest under the PSU is 200% of target, which is achieved if our relative TSR is 50 percentage points higher than the Index TSR. If our relative TSR is below the Index TSR by more than 25 percentage points, then no shares will be earned or vest under the PSU. In addition, if our TSR is negative, then the maximum achievement percentage is capped at 100% of target, regardless of how well our TSR outperforms the Index TSR. In the event of a change in control of DocuSign, the performance period will end prior to the change in control; achievement with respect to DocuSign’s relative TSR will be measured using the price per share paid in such change in control; and any achievement between two performance targets will be interpolated. Following such change in control, if the TSR PSUs are assumed by the acquiror, the resulting PSUs will vest in equal installments on the last day of the remaining open performance periods, subject to the NEOs service through such dates; provided, however, in the event the NEO’s service following the change in control is terminated without “cause” or by the NEO for “good reason”, the PSUs will vest on the NEO’s termination date, subject to the NEO’s delivery of a release of claims in favor of DocuSign. Each NEO must also remain continuously employed by us during the applicable performance period in order to be eligible to earn and vest in his or her shares, except as described in the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control.” Neither Mr. Springer nor Ms. Wilderotter received a fiscal 2023 TSR PSU Award.

  96. Performance Metrics for CEO’s Fiscal 2023 SVC PSU Awards

    Performance Metrics for CEO’s Fiscal 2023 SVC PSU Awards See the section entitled “Chief Executive Officer Transition and Agreements—Appointment of Allan Thygesen as Chief Executive Officer” above for the performance metrics for our CEO’s SVC PSU award.

  97. Performance Metrics for Fiscal 2020, 2021 and 2022 PSU Awards

    Performance Metrics for Fiscal 2020, 2021 and 2022 PSU Awards The performance metrics for our fiscal 2020 PSU awards were also based on our relative TSR over a three-year performance period (ending June 2022). The performance metrics for the 2020 PSU awards were achieved at 92.4%. The performance metrics for our fiscal 2021 and 2022 PSU awards are also based on our relative TSR over a three-year performance period (ending June 2023 and June 2024, respectively). Performance will not be determinable until the end of each performance period.

  98. Performance Metrics for Fiscal 2020, 2021 and 2022 PSU Awards

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  99. Performance Metrics for Fiscal 2020, 2021 and 2022 PSU Awards

    | | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  100. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Our offer letters or retention agreements with our NEOs provide for certain post-employment payments and benefits to our NEOs in the event of a qualifying termination of employment, including in connection with a change in control of DocuSign. See the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control” for detailed information about these arrangements, including an estimate of the potential payments and benefits payable under these arrangements. The Company has determined that Mr. Springer did not satisfy the conditions to receive severance benefits under his Executive Severance and Change in Control Agreement (namely, by resigning from the Board and delivering a release of claims) within the time period specified in the contract, and that as a result, Mr. Springer is not entitled to any payment or benefits based on his termination of employment under the contract, including in connection with a change of control of DocuSign. Mr. Springer disputes the foregoing positions. For more information regarding legal proceedings involving Mr. Springer, see the section entitled Item 3. Legal Proceedings in our Annual Report on Form 10-K filed with the SEC on March 27, 2023. Given the nature and competitiveness of our industry, the Committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. In June 2022, in connection with our CEO transition, we entered into amendments to our existing severance and change in control agreements with our executive officers to provide certain enhanced benefits during the period ending June 21, 2023, and then, in March 2023, we extended such period through December 31, 2023. These enhanced benefits are described in the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control”.

  101. Compensation Risk Assessment

    Compensation Risk Assessment The Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Committee’s determination include the following: •We structure our compensation programs to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short- and long-term company performance, which we believe discourages employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders on our longer-term success. Our RSUs have time-based vesting and certain of our employees have PSUs with both a performance and time-based vesting component. •We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. •While we generally do not cap cash incentive awards for our sales commissions plans to maximize the incentive for our sales force to meet and exceed their revenue and other commercial objectives, we do maintain internal controls over the determination of sales incentive awards, which we believe help prevent problematic behaviors. •Our employees are required to comply with our Code of Conduct, which covers, among other things, accuracy in keeping financial and business records.

  102. Compensation Risk Assessment

    •The Committee approves employee equity award guidelines as well as the overall annual focal equity budget pool. Any recommended equity award outside these guidelines requires approval by the Committee. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner. •A significant portion of the compensation paid to our executive officers and the members of our Board is in the form of RSUs to align their interests with the interests of stockholders. •We maintain Stock Ownership Guidelines for our executive officers and the members of our Board to ensure that they retain specified levels of equity in DocuSign. •As part of our Insider Trading Policy, we prohibit the trading of derivatives or hedging transactions involving our securities so that our Board, executive officers and all other employees cannot insulate themselves from the effects of poor stock price performance or engage in trading that is not aligned with value creation for our stockholders.

  103. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to or paid to, or earned by, our NEOs for the fiscal years ended January 31, 2023, 2022 and 2021.

  104. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Option Awards ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Other Bonus ($) | All Other Compensation ($)(4) | Total ($) | | Allan Thygesen President and Chief Executive Officer | 2023 | 269,231 | — | 84,543,775 | 222,375 | — | — | 85,035,380 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Maggie Wilderotter(5) Former Interim President and Chief Executive Officer | 2023 | 228,669 | — | 4,181,535 | — | 336,415 | 69,375 | 4,815,994 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Daniel D. Springer(6) Former President and Chief Executive Officer | 2023 | 135,962 | — | — | — | — | 4,887 | 140,848 | | | 2022 | 350,000 | — | 20,051,358 | 290,990 | — | 8,700 | 20,701,048 | | | 2021 | 350,000 | — | 18,933,688 | 498,750 | — | 16,730 | 19,799,168 | | Cynthia Gaylor(7) Chief Financial Officer | 2023 | 500,000 | — | 20,871,393 | 273,083 | — | 9,679 | 21,654,155 | | | 2022 | 483,333 | — | 6,788,017 | 200,922 | — | 8,700 | 7,480,972 | | | 2021 | 184,000 | — | 11,098,253 | 163,875 | — | 2,143 | 11,448,271 | | Inhi Cho Suh(8) President, Product and Engineering | 2023 | 267,308 | — | 24,233,119 | 196,943 | 325,000 | 37,875 | 25,060,236 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Stephen Shute(9) President, Worldwide Field Operations | 2023 | 346,154 | — | 31,167,974 | 175,954 | 38,226 | 8,899 | 31,737,207 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | James Shaughnessy Chief Legal Officer | 2023 | 321,692 | — | 13,203,371 | 135,624 | — | 7,062 | 13,667,749 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  105. Summary Compensation Table

    1.For NEOs who were hired or resigned in fiscal 2023, their salaries are prorated for their time employed with the Company. Their yearly salary is as follows: Mr. Thygesen: $1,000,000; Ms. Wilderotter: $734,000; Mr. Springer: $350,000; Ms. Suh and Messrs. Shute and Shaughnessy: $500,000. 2.This column reflects the aggregate grant date fair value of RSUs and PSUs without regard to forfeitures granted during the year measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The PSUs granted in fiscal 2021 – fiscal 2023 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. The assumptions used in calculating the grant date fair value are set forth in the Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. Note that the amounts reported in this column reflect the accounting value for these equity awards and do not correspond to the actual economic value that may be received by our NEOs from the equity awards.

  106. Summary Compensation Table

    | DocuSign, Inc. | Proxy Statement | 51 |

  107. Summary Compensation Table

    | | SUMMARY COMPENSATION TABLE |

  108. Summary Compensation Table

    3.The amounts shown represent the performance bonus earned for the respective fiscal year pursuant to the Company Incentive Plan, or Mr. Shute’s sales commission plan, as applicable, applicable to each such fiscal year. See the section entitled “Executive Compensation Discussion and Analysis—Fiscal 2023 Cash Incentive Payments” for further discussion of the performance bonuses for fiscal 2023. 4.The amount shown includes Company contributions to our 401(k) plan. 5.For Ms. Wilderotter: (i) 2023 Stock Awards also include $224,949 from her service as a director and the remainder from her service as interim CEO; (ii) 2023 Other Bonus includes $336,415, representing a monthly service bonus payment of $67,283 during her employment as interim CEO; and (iii) 2023 All Other Compensation also includes $69,375 for fees earned in cash from her service as a director. 6.For Mr. Springer: 2021 All Other Compensation also includes $16,730 representing legal fees incurred in connection with HSR filings made by Mr. Springer in FY21, which was required due to his participation in our equity compensation programs. 7.For Ms. Gaylor: 2023 All Other Compensation also includes $529 for a tax gross up of fringe benefits. 8.For Ms. Suh: (i) 2023 Other Bonus represents a signing bonus of $325,000 and (ii) 2023 All Other Compensation includes $37,875 for fees earned in cash from her prior service as our director. 9.For Mr. Shute: 2023 Other Bonus represents a discretionary bonus payment of $38,226. See the section entitled “Executive Compensation Discussion and Analysis—Other Bonuses” above for additional information.

  109. Summary Compensation Table

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  110. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information with respect to all plan-based awards granted to our NEOs for the year ended January 31, 2023.

  111. Grants of Plan Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Award ($)(3) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold(#) | Target (#) | Maximum (#) | | | | Allan Thygesen | Cash | — | 165,000 | 375,000 | 609,000 | — | — | — | — | — | | | RSUs | 10/14/22 | — | — | — | — | 367,910 | — | 367,910 | 16,188,040 | | | RSUs | 10/14/22 | — | — | — | — | 183,955 | — | 183,955 | 8,094,020 | | | PSUs | 10/14/22 | — | — | — | 91,978 | 183,955 | 367,910 | 183,955 | 10,258,612 | | | PSUs | 10/14/22 | — | — | — | 1,091,028 | 2,182,056 | 4,364,112 | 2,182,056 | 50,003,103 | | Maggie Wilderotter | Cash | — | — | — | — | — | — | — | — | — | | | RSUs | 6/3/2022(4) | — | — | — | — | 2,685 | — | 2,685 | 224,949 | | | RSUs | 6/23/2022(5) | — | — | — | — | 60,222 | — | 60,222 | 3,956,585 | | | PSUs | — | — | — | — | — | — | — | — | — | | Daniel D. Springer | Cash | — | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | — | — | — | — | — | — | | | PSUs | — | — | — | — | — | — | — | — | — | | Cynthia Gaylor | Cash | — | 220,000 | 500,000 | 812,000 | — | — | — | — | — | | | RSUs | 4/10/22 | — | — | — | — | 28,127 | — | 28,127 | 2,867,548 | | | RSUs | 6/9/22 | — | — | — | — | 70,258 | — | 70,258 | 6,137,739 | | | RSUs | 7/25/22 | — | — | — | — | 93,809 | — | 93,809 | 5,947,491 | | | PSUs | 6/10/22 | — | — | — | 35,129 | 70,258 | 140,516 | 70,258 | 5,918,615 | | Inhi Cho Suh | Cash | — | 145,127 | 329,834 | 535,651 | — | — | — | — | — | | | RSUs | 7/8/22 | — | — | — | — | 312,696 | — | 312,696 | 20,778,649 | | | RSUs | 7/8/22 | — | — | — | — | 51,986 | — | 51,986 | 3,454,470 | | | PSUs | — | — | — | — | — | — | — | — | — |

  112. Grants of Plan Based Awards

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  113. Grants of Plan Based Awards

    | | GRANTS OF PLAN BASED AWARDS |

  114. Grants of Plan Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Award ($)(3) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold(#) | Target (#) | Maximum (#) | | | | Stephen Shute | Cash | — | 100,273 | 371,381 | 525,579 | — | — | — | — | — | | | RSUs | 7/10/22 | — | — | — | — | 390,870 | — | 390,870 | 25,973,312 | | | RSUs | 7/10/22 | — | — | — | — | 78,174 | — | 78,174 | 5,194,662 | | | PSUs | — | — | — | — | — | — | — | — | — | | James Shaughnessy | Cash | — | 99,232 | 225,527 | 366,256 | — | — | — | — | — | | | RSUs | 6/10/22 | — | — | — | — | 117,097 | — | 117,097 | 10,229,594 | | | RSUs | 7/25/22 | — | — | — | — | 46,905 | — | 46,905 | 2,973,777 | | | PSUs | — | — | — | — | — | — | — | — | — |

  115. Grants of Plan Based Awards

    1.Represents the range of possible payouts to our NEOs (other than our former interim CEO, Ms. Wilderotter) under the fiscal 2023 CIP or, for Mr. Shute, under his Sales Commission Plan. The amounts listed under Threshold, Target, and Maximum represent pro-rated amounts for their length of service during fiscal 2023, except for Ms. Gaylor. 2.Represents the range of possible PSU awards under the 2018 Equity Incentive Plan (the “2018 Plan”) described above in the sections entitled “Executive Compensation Discussion and Analysis—Performance Metrics for Fiscal 2023 TSR PSU Awards” and “—Performance Metrics for CEO’s Fiscal 2023 SVC PSU Awards”. 3.The grant date fair value of each equity award is computed in accordance with ASC 718. For the PSUs, the amounts shown assume the target level of performance would be achieved with respect to the performance conditions. 4.Represents RSUs awarded to Ms. Wilderotter for her service as a member of our Board. 5.Represents RSUs awarded to Ms. Wilderotter for her employment as our interim CEO.

  116. Grants of Plan Based Awards

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  117. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding equity awards held by our NEOs as of January 31, 2023.

  118. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | Allan Thygesen | 10/14/22(4) | — | — | — | — | 367,910 | 22,310,062 | — | — | | | 10/14/22(5) | — | — | — | — | 172,458 | 10,457,853 | — | — | | | 10/14/22(10) | — | — | — | — | — | — | 183,955 | 11,155,031 | | | 10/14/22(6) | — | — | — | — | — | — | 2,182,056 | 132,319,876 | | Maggie Wilderotter | 6/17/16(7) | 3,000 | — | 17.66 | 6/17/26 | — | — | — | — | | | 6/3/22(8) | — | — | — | — | 1,343 | 81,440 | — | — | | Daniel D. Springer (23) | 1/23/17(7) | 11,098 | — | 18.02 | 1/23/27 | — | — | — | — | | | 1/23/17(7) | 1,788,588 | — | 18.02 | 1/23/27 | — | — | — | — | | | 6/10/19(9) | — | — | — | — | 10,764 | 652,729 | — | — | | | 6/10/20(10) | — | — | — | — | — | — | 53,396 | 3,237,933 | | | 6/10/20(11) | — | — | — | — | 20,024 | 1,214,255 | — | — | | | 6/10/21(12) | — | — | — | — | 21,820 | 1,323,165 | — | — | | | 6/20/21(10) | — | — | — | — | — | — | 34,912 | 2,117,064 | | Cynthia Gaylor | 10/10/20(13) | — | — | — | — | 21,135 | 1,281,626 | — | — | | | 6/10/21(12) | — | — | — | — | 12,002 | 727,801 | — | — | | | 6/10/21(10) | — | — | — | — | — | — | 6,401 | 388,157 | | | 4/10/22(14) | — | — | — | — | 28,127 | 1,705,621 | — | — | | | 6/9/22(15) | — | — | — | — | 61,476 | 3,727,905 | — | — | | | 6/10/22(10) | — | — | — | — | — | — | 70,258 | 4,260,445 | | | 7/25/22(16) | — | — | — | — | 82,083 | 4,977,513 | — | — | | Inhi Cho Suh | 7/8/22(17) | — | — | — | — | 312,696 | 18,961,885 | — | — | | | 7/8/22(18) | — | — | — | — | 51,986 | 3,152,431 | — | — |

  119. Outstanding Equity Awards at Fiscal Year End

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  120. Outstanding Equity Awards at Fiscal Year End

    | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END |

  121. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | Stephen Shute | 7/10/22(19) | — | — | — | — | 390,870 | 23,702,357 | — | — | | | 7/10/22(20) | — | — | — | — | 78,174 | 4,740,471 | — | — | | James Shaughnessy | 6/10/22(21) | — | — | — | — | 117,097 | 7,100,762 | — | — | | | 7/25/22(22) | — | — | — | — | 41,042 | 2,488,787 | — | — |

  122. Outstanding Equity Awards at Fiscal Year End

    1.All option and RSU awards listed in this table were granted pursuant to either our Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) or the 2018 Plan and are subject to acceleration of vesting as described in the section entitled “Employment Agreements and Potential Payments—Potential Payments upon a Termination or a Change in Control.” Certain PSUs listed on this table may be subject to acceleration of vesting under such arrangements, as described below. 2.Represents the market value of the shares underlying the number of unvested RSUs as of January 31, 2023, based on the closing price of our common stock of $60.64 on January 31, 2023. 3.Represents the market value of the shares underlying the number of unvested PSUs as of January 31, 2023, based on the closing price of our common stock of $60.64 on January 31, 2023. 4.The shares underlying the RSUs vest 100% on October 9, 2023, subject to continuous service. 5.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on October 10, 2022, subject to continuous service. 6.Represents shares issuable on settlement of PSUs. Each PSU represents a contingent right to receive one share of our common stock. Earned PSUs are based on achievement of certain stock price targets set by our Compensation Committee as described above in the sections entitled “Executive Compensation Discussion and Analysis—Performance Metrics for CEO’s Fiscal 2023 SVC PSU Awards.” 7.The stock option has fully vested. 8.The shares underlying the RSU vest in equal quarterly installments over one year, provided that the fourth quarterly installment will vest in full on the earlier of (i) the date of the Company's next annual meeting of stockholders and (ii) the one year anniversary of the grant, in each case, subject to continuous service. 9.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2019, subject to continuous service. 10.Represents shares issuable on settlement of PSUs. Each PSU represents a contingent right to receive one share of our common stock. Earned PSUs are based on DocuSign’s relative TSR at the end of the performance period as described above in the sections entitled “Executive Compensation Discussion and Analysis—Performance Metrics for Fiscal 2023 TSR PSU Awards” and “— Performance Metrics for Fiscal 2020, 2021 and 2022 PSU Awards”. 11.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2020, subject to continuous service. 12.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2021, subject to continuous service. 13.Twenty-five percent of the shares subject to the RSUs will vest on September 10, 2021 and the balance of the shares shall vest in equal quarterly installments thereafter for 36 months, subject to continuous service. 14.The shares underlying the RSUs vest 100% on April 10, 2023, subject to continuous service. 15.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2020, subject to continuous service. 16.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on July 10, 2022, subject to continuous service. 17.Twenty-five percent of the shares subject to the RSUs will vest on July 10, 2023 and the balance of the shares shall vest in equal quarterly installments thereafter for 36 months, subject to continuous service. 18.The shares underlying the RSUs vest 100% on July 10, 2023, subject to continuous service. 19.Twenty-five percent of the shares subject to the RSUs will vest on May 10, 2023 and the balance of the shares shall vest in equal quarterly installments thereafter for 36 months, subject to continuous service. 20.The shares underlying the RSUs vest 100% on May 10, 2023, subject to continuous service. 21.Thirty-five percent of the shares subject to the RSUs will vest on June 10, 2023, Thirty-five percent in four quarterly increments after year 1, Fifteen percent in four quarterly increments after year 2, and Fifteen percent in four quarterly increments after year 3, subject to continuous service. 22.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on July 10, 2022, subject to continuous service. 23.As of April 1, 2023, Mr. Springer’s equity awards remain outstanding and continue to vest pursuant to their terms.

  123. Outstanding Equity Awards at Fiscal Year End

    | 56 | Proxy Statement | DocuSign, Inc. |

  124. Fiscal 2022 Stock Option Exercises and Stock Vested

    Fiscal 2022 Stock Option Exercises and Stock Vested The following table presents, for each of our NEOs, the shares of our common stock that were acquired upon the vesting of RSUs and the related value realized during the fiscal year ended January 31, 2023. There were no option awards exercised by our NEOs during the fiscal year ended January 31, 2023.

  125. Fiscal 2022 Stock Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Allan Thygesen | — | — | | Maggie Wilderotter | 32,011(3) | 1,917,080 | | Daniel D. Springer | 156,768 | 9,781,307 | | Cynthia Gaylor | 31,522 | 1,933,927 | | Inhi Cho Suh | 558(4) | 56,165 | | Stephen Shute | — | — | | James P. Shaughnessy | 2,931 | 174,541 |

  126. Fiscal 2022 Stock Option Exercises and Stock Vested

    1.Represents the total number of shares of our common stock issuable upon settlement of vested RSUs and fiscal 2020 PSUs during the year ended January 31, 2023. The amount does not represent the number of shares actually received by each NEO, as a portion of the shares was withheld by DocuSign to satisfy the NEO’s tax withholding obligations. 2.The value realized on vesting of RSUs and PSUs for each NEO is calculated by: (a) multiplying the number of RSUs and fiscal 2020 PSUs vested by either (i) the closing price of DocuSign common stock on the settlement date or (ii) the closing price of DocuSign common stock on the day prior to the settlement date; and (b) aggregating the value realized upon vesting for all RSUs that vested during the year ended January 31, 2023. The value realized on vesting does not reflect the actual value received by each NEO because a portion of the shares were withheld by DocuSign to satisfy the NEO’s tax withholding obligations. 3.Represents shares acquired on vesting from Ms. Wilderotter’s interim CEO grant and director grants. 4.Represents shares acquired on vesting from Ms. Suh’s director grants.

  127. Fiscal 2022 Stock Option Exercises and Stock Vested

    | DocuSign, Inc. | Proxy Statement | 57 |

  128. Employment Agreements and Potential Payments

    Employment Agreements and Potential Payments

  129. Potential Payments Upon a Termination or a Change in Control

    Potential Payments Upon a Termination or a Change in Control We enter into Executive Severance and Change in Control Agreements with our NEOs in order to promote ongoing retention and align our NEOs’ incentives with those of our stockholders in the event of a change in control. In June 2022, we entered into amendments to our existing Executive Severance and Change in Control Agreements with each of Cynthia Gaylor, our Chief Financial Officer; Stephen Shute, our President, Worldwide Field Operations; Inhi Cho Suh, our President of Product and Engineering; and James Shaughnessy, our Chief Legal Officer (each, a “Severance Agreement Amendment”). Under these Severance Agreement Amendments, we will provide certain enhanced benefits to each of the foregoing officers in the event of their termination without “Cause” outside a “change in control period” (each as defined in the existing Executive Severance and Change in Control Agreements) during the 12-month period ending on June 21, 2023 (the “enhancement period”), such that these executives would each receive (i) 12 months of base salary severance, (ii) a payment equal to 100% of his or her target bonus, (iii) 12 months of COBRA coverage, and (iv) 12 months of vesting acceleration under specified recent time-based RSU awards. In March 2023, we extended the enhancement period through December 31, 2023. All other terms and conditions of the existing Executive Severance and Change in Control Agreements remain unchanged. Our change in control benefits are intended to allow our NEOs to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control.

  130. Outside of a Change in Control Period

    | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS | |

  131. Allan Thygesen

    | | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS |

  132. Cynthia Gaylor

    | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS | |

  133. James P. Shaughnessy

    | | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS |

  134. TSR PSU Award Agreements

    | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS | |

  135. Estimated Value of Payments and Benefits

    | | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS |

  136. Estimated Value of Payments and Benefits

    | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS | |

  137. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. As of the determination date described below, our principal executive officer was Mr. Thygesen. As set forth in the Summary Compensation Table, Mr. Thygesen’s annualized total compensation for fiscal 2023 was $85,035,380. Our median employee’s annual total compensation for fiscal 2023 was $196,502, resulting in a CEO pay ratio of 433:1. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC’s regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. Therefore, our pay ratio disclosure may not be comparable to that reported by other companies, as other companies not only have different employee populations and compensation practices but also may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Our CEO pay ratio is based on the following methodology: •To identify the median employee, we examined the compensation of all of our full-time and part-time, employees (other than our CEO) as of January 31, 2023, the last day of our fiscal year, consistent with SEC rules. As of January 31, 2023, our employee population consisted of 7,336 individuals working at our parent company and consolidated subsidiaries. We did not include any independent contractors or other non-employee workers in our employee population for purposes of this determination. •We utilized a consistently applied compensation measure consisting of annual base salary, annual bonus or commission targets and the grant date fair value of all RSUs and PSUs granted for the twelve-month period from February 1, 2022 through January 31, 2023 to identify our median employee. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employees. •We pro-rated annualized base salary and annual bonus and commission targets for employees who were employed for less than the full fiscal year. •For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of January 31, 2023. We did not make any cost-of-living adjustments for employees outside of the United States. •We calculated the total compensation of our median employee for purposes of computing the ratio using the same criteria that were used for determining the total annual compensation of our CEO.

  138. CEO Pay Ratio Disclosure

    | DocuSign, Inc. | Proxy Statement | 67 |

  139. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” to our CEOs, or Principal Executive Officers (PEOs), and our other named executive officers (Non-PEO NEOs) and certain financial performance measures for the fiscal years ended on January 31, 2023, January 31, 2022 and January 31, 2021. For further information on the Company’s pay-for-performance philosophy and how executive compensation aligns with Company performance, refer to the above section entitled “Compensation Discussion & Analysis” (“CD&A”).

  140. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO (Current)(1) | Compensation Actually Paid to PEO (Current)(2) | Summary Compensation Table Total for PEO (Interim)(1) | Compensation Actually Paid to PEO (Interim)(2) | Summary Compensation Table Total for PEO (Former)(1) | Compensation Actually Paid to PEO (Former)(2) | Average Summary Compensation on Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss)(6) ($M) | Company- Selected Measure: Revenue(7) ($M) | | | | | | | | | | | DOCU TSR(5) | Peer Group TSR(5) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $85,035,380 | $133,850,217 | $4,815,994 | $2,163,862 | $140,848 | $(25,977,754) | $23,029,837 | $19,016,715 | $77 | $146 | $(97.5) | $2,515.9 | | 2022 | N/A | N/A | N/A | N/A | $20,701,048 | $(35,942,547) | $6,485,453 | $(3,037,456) | $160 | $173 | $(70.0) | $2,107.2 | | 2021 | N/A | N/A | N/A | N/A | $19,799,168 | $195,826,119 | $5,732,954 | $25,630,645 | $297 | $137 | $(243.3) | $1,453.0 |

  141. Pay Versus Performance

    1.The Company had three PEOs during fiscal 2023: Mr. Thygesen (current CEO), Ms. Wilderotter (interim CEO), and Mr. Springer (former CEO). Mr. Springer was the sole PEO during fiscal 2022 and 2021. 2.SEC rules require certain adjustments be made to the “Total” column as reported in the Summary Compensation Table to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The equity values are calculated in accordance with ASC Topic 718. Valuation assumptions used to calculate fair values used a consistent process as done on the date of grant and were not materially different from those disclosed at the time of grant. The following tables detail these adjustments for the PEOs:

  142. Pay Versus Performance

    | PEO (current) | | | | | Prior FYE Current FYE Fiscal Year | 1/31/2020 1/31/2021 2021 | 1/31/2021 1/21/2022 2022 | 1/31/2022 1/31/2023 2023 | | Summary Compensation Table Total | — | — | $85,035,380 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year as reported in Summary Compensation Table | — | — | $(84,543,775) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | — | $132,691,211 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | — | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | $667,401 | | + Change in Fair Value at Vesting of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | Compensation Actually Paid | — | — | $133,850,217 |

  143. Pay Versus Performance

    | 68 | Proxy Statement | DocuSign, Inc. |

  144. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | |

  145. Pay Versus Performance

    | PEO (interim) | | | | | Prior FYE Current FYE Fiscal Year | 1/31/2020 1/31/2021 2021 | 1/31/2021 1/21/2022 2022 | 1/31/2022 1/31/2023 2023 | | Summary Compensation Table Total | — | — | $4,815,994 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year as reported in Summary Compensation Table | — | — | $(4,181,535) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | — | $81,440 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | — | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | $1,461,041 | | + Change in Fair Value at Vesting of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | $(13,077) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | Compensation Actually Paid | — | — | $2,163,862 |

  146. Pay Versus Performance

    | PEO (former) | | | | | Prior FYE Current FYE Fiscal Year | 1/31/2020 1/31/2021 2021 | 1/31/2021 1/21/2022 2022 | 1/31/2022 1/31/2023 2023 | | Summary Compensation Table Total | $19,799,168 | $20,701,048 | $140,848 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year as reported in Summary Compensation Table | $(18,933,688) | $(20,051,358) | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $30,461,103 | $7,553,382 | — | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $53,333,309 | $(47,167,221) | $(12,183,942) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,323,755 | $1,215,592 | — | | + Change in Fair Value at Vesting of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $109,842,473 | $1,806,009 | $(12,722,293) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | $(1,212,367) | | Compensation Actually Paid | $195,826,119 | $(35,942,547) | $(25,977,754) |

  147. Pay Versus Performance

    3.Non-PEO NEOs included in these columns reflect the following:

  148. Pay Versus Performance

    | Fiscal Year | Non-PEO NEOs | | 2023 | Cynthia Gaylor, Inhi Cho Suh, Stephen Shute, James Shaughnessy | | 2022 | Cynthia Gaylor, Loren Alhadeff, Scott Olrich, Trâm Phi, | | 2021 | Cynthia Gaylor, Michael Sheridan, Loren Alhadeff, Scott Olrich, Trâm Phi, Kirsten Wolberg |

  149. Pay Versus Performance

    4.As discussed in footnote (2), SEC rules require certain adjustments to be made in order to determine “compensation actually paid” as reported in the Pay versus Performance table above. The following table details these adjustments for the Non-PEO NEOs:

  150. Pay Versus Performance

    | DocuSign, Inc. | Proxy Statement | 69 |

  151. Pay Versus Performance

    | | PAY VERSUS PERFORMANCE |

  152. Pay Versus Performance

    | Non-PEO NEOs | | | | | Prior FYE Current FYE Fiscal Year | 1/31/2020 1/31/2021 2021 | 1/31/2021 1/21/2022 2022 | 1/31/2022 1/31/2023 2023 | | Summary Compensation Table Total | $5,732,954 | $6,485,453 | $23,029,837 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year as reported in Summary Compensation Table | $(5,095,865) | $(5,862,262) | $(22,368,964) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,738,211 | $2,412,677 | $18,897,051 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $11,044,259 | $(5,962,395) | $(670,944) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $393,976 | $577,283 | $362,069 | | + Change in Fair Value at Vesting of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $6,817,109 | $40,558 | $(232,334) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | $(728,771) | — | | Compensation Actually Paid | $25,630,645 | $(3,037,456) | $19,016,715 |

  153. Pay Versus Performance

    5.The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 as of January 30, 2020, valued again on each of January 31, 2021, 2022 and 2023, on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group TSR is the S&P 500 Information Technology Index, as disclosed in our Annual Report on Form 10-K for the fiscal year ended on January 31, 2023 pursuant to Item 201(e) of Regulation S-K. 6.Amounts reflect the Company’s net income as reported in our audited financial statements for the applicable fiscal year. 7.While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, GAAP revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the Pay v Performance table above) used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.

  154. Pay Versus Performance

    | 70 | Proxy Statement | DocuSign, Inc. |

  155. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | |

  156. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In this section, we provide a graphic analysis showing, for the past three fiscal years, the relationship between our PEOs’ and Non-PEO NEOs’ “compensation actually paid” and (i) the Company’s Revenue, (ii) the Company’s Net Income and (iii) the Company’s TSR, and additionally, our Peer Group TSR. As described in more detail in the CD&A, our executive compensation program reflects a pay-for-performance philosophy that emphasizes long-term equity awards intended to align our executives’ interests with stockholders’ long-term interests. Thus, the value of these awards and, therefore, a large portion of the compensation actually paid to our NEOs is inherently correlated to the Company’s stock price over time. Please refer to the section entitled CD&A above for more information about our executive compensation program. 1.Compensation Actually Paid versus Revenue

  157. Analysis of the Information Presented in the Pay versus Performance Table

    | DocuSign, Inc. | Proxy Statement | 71 |

  158. Analysis of the Information Presented in the Pay versus Performance Table

    | | PAY VERSUS PERFORMANCE |

  159. Analysis of the Information Presented in the Pay versus Performance Table

    2.Compensation Actually Paid versus Net Income 3.Compensation Actually Paid versus Company TSR and Peer Group (S&P 500 Information Technology Index) TSR

  160. Analysis of the Information Presented in the Pay versus Performance Table

    | 72 | Proxy Statement | DocuSign, Inc. |

  161. Analysis of the Information Presented in the Pay versus Performance Table

    | PAY VERSUS PERFORMANCE | |

  162. Election of Directors

    Election of Directors

  163. Nominees for Election for a Three-Year Term Expiring at the 2026 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2026 Annual Meeting