DEF 14A of Docusign, Inc., Apr 17, 2024

DEF 14A of Docusign, Inc.

Filed Apr 17, 2024 · FY20240001261333-24-000059

Open on EDGAR

  1. Stockholder Proposals and Director Nominees to be Included in the Proxy Statement pursuant to our Bylaws

    Stockholder Proposals and Director Nominees to be Included in the Proxy Statement pursuant to our Bylaws Pursuant to our Amended and Restated Bylaws (the “Bylaws”), if you wish to submit a proposal (including a director nomination) at the Annual Meeting that is to be included in next year’s proxy materials, you must do so no later than 5:00 p.m. Eastern Time on February 28, 2025 and no earlier than 5:00 p.m. Eastern Time on January 29, 2025; provided, however, that if next year’s annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after May 29, 2025, your proposal must be submitted not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of such meeting is first made. Please refer to our Bylaws for more information and additional requirements about advance notice of stockholder proposals and director nominations.

  2. Stockholder Proposals and Director Nominees to be Included in the Proxy Statement pursuant to our Bylaws

    | 6 | Proxy Statement | Docusign |

  3. Director Biographies

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

  4. CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

    CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

  5. CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

    | | 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 Gen Digital, Inc., a cybersecurity company. Mr. Salem currently serves on the board of directors of 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 FireEye, Inc., an enterprise cybersecurity company. 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 | 58 Director Since | August 2013 Committees | Audit | |

  6. CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

    | | 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 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 Gies 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 | 65 Director Since | March 2006 Committees | Compensation and Nominating | |

  7. CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

    | | 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 co-owner of Wilderotter Vineyards. She previously 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 public boards of directors of Costco Wholesale Corp., a wholesale retailer, and Sana Biotechnologies, a biotechnology company. She also serves on private boards of directors for Tanium, Inc. a cybersecurity company and Sonoma Biotherapeutics, a gene therapy company. Ms. Wilderotter previously served on the boards of directors of Lyft, Inc., a ride-sharing service company; 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 | 69 Director Since | March 2018 Committees | none Board Chair | |

  8. CLASS III DIRECTORS (Nominees for Election at the 2024 Annual Meeting)

    | Docusign | Proxy Statement | 19 |

  9. CLASS I DIRECTORS

    CLASS I DIRECTORS

  10. 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 | 63 Director Since | May 2020 Committees | Audit | |

  11. 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; 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 | 64 Director Since | August 2018 Committees | Compensation and Nominating | |

  12. 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; 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 | 60 Director Since | January 2017 Committees | none | |

  13. CLASS I DIRECTORS

    | 20 | Proxy Statement | Docusign |

  14. CLASS I DIRECTORS

    | | Anna Marrs has served on our Board since June 2023. Since September 2018, Ms. Marrs has held positions of increasing responsibility at American Express, most recently as Group President of Global Commercial Services and Credit & Fraud Risk since April 2021, and previously as President, Global Commercial Services. Since September 2018, Ms. Marrs has also served as a member of American Express's Executive Committee. Prior to American Express, Ms. Marrs served as Regional CEO for Standard Charter's ASEAN and South Asia groups. Prior to Standard Charter, Ms. Marrs was a partner in McKinsey & Company's Banking Practice based in London. Ms. Marrs holds a B.A. from Northwestern University and an M.B.A. from London School of Business. We believe that Ms. Marrs possesses specific attributes that qualify her to serve as a member of the Board, including her extensive finance and audit background experience. | | Anna Marrs Age | 50 Director Since | June 2023 Committees | Audit | |

  15. CLASS II DIRECTORS

    CLASS II DIRECTORS

  16. 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, 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 Gen Digital, 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 | 63 Director Since | August 2020 Committees | Audit | |

  17. 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 | 54 Director Since | December 2020 Committees | Compensation | |

  18. CLASS II DIRECTORS

    | Docusign | Proxy Statement | 21 |

  19. 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 currently serves on the board of directors of RingCentral, Inc., which is expected to conclude in May 2024, and starting March 2024, he joined the Board of A.P. Moller-Maersk. Mr. Thygesen has also 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 | 61 Director Since | October 2022 Committees | none | |

  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

    | 26 | Proxy Statement | Docusign |

  22. 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.

  23. 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 2024 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, which our Compensation Committee reviews annually. On August 29, 2023, following such an evaluation and analysis, the Compensation Committee recommended to our Board, and our Board approved, an amendment and restatement of our Non-Employee Director Compensation Policy, increasing the annual compensation for non-employee directors. 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 2024, annual compensation for non-employee directors consisted of:

  24. Non-Employee Director Compensation Policy

    | Board Fees(1) | Fiscal Year 2024 | | Cash Retainer | $46,500 | | Annual Restricted Stock Unit Awards for Continuing Directors(2): | Equal to $225,000(4) divided by the closing price of our common stock on the grant date | | Initial Restricted Stock Unit Awards for New Directors(3): | Equal to $500,000 divided by the closing price of our common stock on the grant date |

  25. Non-Employee Director Compensation Policy

    | Committees and Non-Employee Chair Fees | | | Board Chair(5) | $102,500 | | Lead Independent Director(5) | $102,500 | | Audit Committee Chair | $30,000 | | Compensation Committee Chair | $22,500 | | Nominating Committee Chair | $12,200 | | Non-chair Audit Committee Member | $15,000 | | Non-chair Compensation Committee Member | $11,400 | | Non-chair Nominating Committee Member | $6,000 |

  26. 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 (“RSU”) 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 an RSU 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.Per our amended Non-Employee Director Compensation Policy, this amount is set at $250,000 starting in fiscal 2025. 5.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 $46,500.

  27. Non-Employee Director Compensation Policy

    | Docusign | Proxy Statement | 31 |

  28. Non-Employee Director Compensation - Fiscal 2024

    Non-Employee Director Compensation - Fiscal 2024 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, 2024.

  29. Non-Employee Director Compensation - Fiscal 2024

    | Name(1) | Fees Earned and Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | James Beer | 56,308 | 224,980 | 281,288 | | Teresa Briggs | 69,865 | 224,980 | 294,845 | | Cain A. Hayes | 52,765 | 224,980 | 277,745 | | Blake J. Irving | 68,077 | 224,980 | 293,057 | | Anna Marrs (3) | 38,332 | 499,989 | 538,321 | | Enrique Salem | 56,308 | 224,980 | 281,288 | | Peter Solvik | 63,666 | 224,980 | 288,646 | | Daniel Springer | 42,750 | 224,980 | 267,730 | | Maggie Wilderotter | 95,288 | 224,980 | 320,268 |

  30. Non-Employee Director Compensation - Fiscal 2024

    1.Mr. Thygesen did not receive any compensation for his service as a director. Please see the section entitled “Summary Compensation Table” for a summary of payments made to Mr. Thygesen. 2.The amounts reflect the full grant date fair value for awards granted during fiscal 2024. 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, 2024, 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.Ms. Marrs was appointed to serve as a director of the Company, effective June 4, 2023. Ms. Marrs received an initial grant of RSU awards for commencing her service and cash compensation, pro-rated, for her service as director commencing June 4, 2023, as set forth in the above table.

  31. Non-Employee Director Compensation - Fiscal 2024

    | 32 | Proxy Statement | Docusign |

  32. Non-Employee Director Compensation - Fiscal 2024

    The following table provides information regarding the number of shares subject to outstanding RSU awards held by each director as of January 31, 2024 and granted in accordance with our Non-Employee Director Compensation Policy described above, except as noted below.

  33. Non-Employee Director Compensation - Fiscal 2024

    | Name | Shares Subject to Outstanding RSU Awards | Shares Subject to Outstanding Options | | James Beer | 1,995 | — | | Teresa Briggs | 1,995 | — | | Cain A. Hayes | 1,995 | — | | Blake J. Irving | 1,995 | — | | Anna Marrs(1) | 7,250 | — | | Enrique Salem | 1,995 | 10,000 | | Peter Solvik | 1,995 | — | | Daniel Springer(2) | 56,674 | 1,132,686 | | Maggie Wilderotter | 1,995 | 3,000 |

  34. Non-Employee Director Compensation - Fiscal 2024

    1.Ms. Marrs was appointed to serve as a director of the Company, effective June 4, 2023. 2.Mr. Springer served as President and CEO until June 2022, and currently serves as a director. The number of Outstanding RSU Awards represents 1,995 in outstanding RSU awards for his service as a non-employee director during fiscal 2024, with the remainder representing outstanding RSU awards he was awarded during his service as President and CEO. The number of Shares Subject to Outstanding Options represents options he was awarded during his service as President and CEO.

  35. Non-Employee Director Compensation - Fiscal 2024

    | Docusign | Proxy Statement | 33 |

  36. CD&A Contents

    | CD&A EXECUTIVE SUMMARY | 39 | | COMPENSATION PHILOSOPHY AND PRACTICES | 43 | | FISCAL 2024 NEO TRANSITIONS AND AGREEMENTS | 44 | | FISCAL 2024 EXECUTIVE COMPENSATION PROGRAM | 46 | | COMPENSATION ELEMENTS | 48 | | FISCAL 2024 EQUITY AWARDS | 54 | | ACHIEVEMENT OF PSU AWARDS | 57 | | COMPENSATION-SETTING PROCESS | 59 | | OTHER COMPENSATION POLICIES | 60 |

  37. Stockholder Engagement and Compensation Feedback

    Stockholder Engagement and Compensation Feedback The feedback we received from the stockholders we spoke with was generally consistent: while they approved of our compensation programs as a whole, stockholders voiced concerns about (i) the magnitude of our new CEO’s equity awards sign-on compensation, particularly the size of his stockholder value creation (SVC) award, and (ii) the structure and vesting periods for equity awards made to our executive leadership team. During engagement meetings, we explained why we believed these compensation decisions were appropriate and necessary as we refreshed our executive leadership in 2022-23, as discussed further below. We also listened carefully to stockholder feedback, and after our Fall 2023 engagement meetings, our Compensation Committee determined to make additional responsive changes to our compensation programs as described further below in the section entitled “Key Stockholder Feedback and Responses.”

  38. CEO New Hire Equity Grants

    CEO New Hire Equity Grants During our engagement, stockholders consistently voiced concerns regarding CEO pay, including the size and structure of the initial grants made to Mr. Thygesen in October 2022. Prior to hiring Mr. Thygesen, the Board carefully considered the incentive value that would be necessary to recruit Mr. Thygesen during a time of unprecedented change for the Company. The Board also carefully considered what would be necessary to induce him to forego valuable equity compensation that would vest over the next year if Mr. Thygesen remained with his prior employer. As such, the Board and the Committee believed that the sign-on compensation package, which was over 80% at-risk and 70% performance-based, significantly aligned with stockholders’ long-term interests, and that Mr. Thygesen’s time-based RSU awards were necessary (to induce Mr. Thygesen to accept employment with us and forfeit substantial near-term equity compensation at his former employer) and appropriate (to efficiently build his ownership in the Company and better align his interests with our stockholders). In particular, over 50% of Mr. Thygesen’s sign-on compensation package was comprised of a Shareholder Value Creation (“SVC”) PSU award, which was tied to ambitious, rigorous stock price hurdles, including a 90 calendar-day sustained stock price performance requirement. 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. No portion of the SVC PSU award has been earned as of April 2024. Also, as part of his initial sign-on compensation package, Mr. Thygesen was awarded $10 million in PSU awards tied to our relative total stockholder return (“TSR”) as an incentive to drive sustained stockholder value creation. As of October 2023, the vest date for the first tranche of these PSU awards, 0% of target was achieved, resulting in no PSU shares being achieved or vested for Mr. Thygesen to date. For more information on Mr. Thygesen’s employment agreement, please refer to the section entitled “Employment Agreements and Potential Payments—Employment Contracts and Agreements—Current NEO Agreements—Allan Thygesen.” For fiscal 2024, Mr. Thygesen’s compensation reflected the Committee’s yearly review of its executive compensation, taking into account stockholder feedback, individual NEO performance, and an analysis of market and peer practices. For more information about Mr. Thygesen’s fiscal 2024 compensation, please see the section entitled “—Fiscal 2024 Compensation Highlights.” The Committee appreciates the dialogue with stockholders regarding their pay-related concerns and questions, and the Board carefully considered the stockholder feedback received in the design of the Company’s 2024 executive compensation program. For more information, please see the section entitled “Stockholder Engagement” above.

  39. CEO New Hire Equity Grants

    | 40 | Proxy Statement | Docusign |

  40. Fiscal 2024 Focal Grants

    Fiscal 2024 Focal Grants While sign-on awards for our NEOs (with the exception of our CEO) granted during fiscal 2023 did not include performance-based awards, the Committee awards PSUs to NEOs as part of its annual compensation review program for existing employees. Starting in fiscal 2023, the Committee significantly enhanced the mix of performance-based and time-based awards to be a mix of 50% RSUs and 50% PSUs for focal awards made to our NEOs (increased from 75% RSUs and 25% PSUs in prior years). In fiscal 2024, we also adopted a 40% RSUs and 60% PSUs mix for focal equity awards to our CEO. Further, in response to stockholder input during fiscal 2024, the Committee introduced subscription revenue growth and free cash flow to the PSU program, in addition to a relative TSR performance measure. The Committee believes these new one-year financial performance metrics (i.e. subscription revenue growth and free cash flow) are rigorous and will further motivate the leadership team while aligning with stockholders’ interests. In addition, any earned PSUs based on the achievement of the financial measures will vest over three years subject to continued service, further supporting the retention of our key leadership team. For more information about these PSU awards, please refer to the section entitled “—Fiscal 2024 Equity Awards.”

  41. Key Stockholder Feedback and Responses

    | Topic | Stockholder Feedback | Our Actions and Perspectives | | CEO Pay | •Concerns about magnitude of CEO pay, particularly the stockholder value creation (SVC) award •Questions about the rigor of performance thresholds | •Over 50% of Mr. Thygesen’s sign-on compensation consisted of SVC awards, which are tied directly to long-term, sustained increases to shareholder value. For example, achieving the first threshold stock price of $67.95 represents more than a 20% premium – and achieving the maximum threshold of $316 represents more than a 470% premium – over Docusign’s current share price.1 No portion of such SVC award has vested as of today. •Based on feedback from stockholders, we made a commitment to limit similar awards to extraordinary circumstances, and not to grant them while similar existing awards remain unearned. | | New Hire RSU Awards | •Concerns about RSU awards with 1-year vesting schedules •Desire for greater disclosure about purpose of one-time awards | •Based on feedback from stockholders, we made commitments to: ◦grant sign-on RSUs with <4 year vesting only when necessary to ‘make whole’ executive hires who are forfeiting equity compensation from their prior employer; ◦provide fulsome disclosure on the rationale for any sign-on RSUs to NEOs that vest in under 4 years; and ◦include a performance component in any future sign-on equity awards to NEOs provided for any reason other than to make the executive whole for near-term equity forfeited as a result of accepting our offer of employment. | | Equity Mix; PSU Terms | •Desire to weight performance awards more heavily •Preference for multi-year performance vesting periods for TSR PSUs •Desire to introduce additional metrics into our long-term incentive programs | •Effective for FY24 focal equity awards, we: ◦increased the PSU mix for our CEO to 60% of his total focal equity award (other eligible NEOs continued to receive a 50/50 mix of RSUs and PSUs); ◦extended the measurement and performance periods for our total stockholder return (TSR) PSUs to 3 years; and ◦introduced two additional metrics – subscription revenue growth and free cash flow – which make up half of our PSU program. Earned amounts under these awards vest over a period of 3 years. | | Board Structure and Voting | •Concerns about voting standard for director elections and resignation requirements •Preference for declassified board structure | •The Board reviewed peer and market data (considering factors including market capitalization, industry and years since IPO), and discussed considerations related to its current board composition and structure, and determined that maintaining our classified Board structure is appropriate and in the best interests of the Company and our stockholders. •Based on feedback from stockholders, in March 2024, we adopted changes to our Bylaws to provide for a majority voting standard in uncontested director elections. |

  42. 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 | | ü | Maintain a compensation clawback policy | | |

  43. Appointment of Blake Grayson as Chief Financial Officer

    Appointment of Blake Grayson as Chief Financial Officer Following an extensive candidate search and interview process, our Board appointed Blake Grayson as our Executive Vice President and Chief Financial Officer on May 16, 2023, and he commenced employment with us following our earnings announcement for the first quarter of fiscal 2024. Mr. Grayson brings significant leadership experience to the role. As discussed in further detail below, to incentivize Mr. Grayson to take this position and align his interests with our stockholders’ interests, we provided the following compensation package: •an annual base salary of $500,000 and annual target bonus of 100% of annual base salary; •a one-time signing bonus of $1,000,000, which vests over one year from his start date in equal monthly installments provided he remains in service with us, and subject to repayment of the unvested portion if Mr. Grayson is terminated for cause or resigns without good reason; •awards of RSUs, each subject to Mr. Grayson's continued employment or service with us on each vesting date: ◦with a target value of $20,000,000, vesting over four years in equal quarterly installments; ◦with a target value of $7,500,000, vesting in full on the 12-month anniversary of the award’s vesting commencement date (designed to offset forfeited compensation from his former employer over the same period); and ◦with a target value of $5,000,000, vesting as to 25% of the total number of RSUs on the 15-month anniversary of the award’s vesting commencement date, and 75% of the total number of RSUs awarded vesting in a series of three successive equal quarterly installments following such first vesting date (also designed to offset forfeited compensation from his former employer over the same period).

  44. Appointment of Robert Chatwani as President and General Manager, Growth

    Appointment of Robert Chatwani as President and General Manager, Growth Following an extensive candidate search and interview process, our Board appointed Robert Chatwani as our President and General Manager, Growth on February 22, 2023. Mr. Chatwani brings significant leadership experience to the role. As discussed in further detail below, to incentivize Mr. Chatwani to take this position and align his interests with our stockholders’ interests, we provided the following compensation package: •an annual base salary of $510,000 and annual target bonus of 100% of annual base salary; •a one-time signing bonus of $1,000,000, subject to his continued employment with us on the one-year anniversary of his start date, and repayable if Mr. Chatwani is terminated for cause or resigns before that date; •awards of RSUs, each subject to Mr. Chatwani's continued employment or service with us on each vesting date: ◦with a target value of $20,000,000, vesting over four years, with 25% of the total number of RSUs vesting on the 12-month anniversary of the award’s vesting commencement date, and the remaining 75% vesting quarterly thereafter; and ◦with a target value of $5,000,000 (designed to offset forfeited compensation from his former employer over the same period), vesting in equal quarterly installments over two years.

  45. Fiscal 2024 Executive Compensation Program

    Fiscal 2024 Executive Compensation Program As discussed above, the Committee values the insights and perspectives of our stockholders, and its fiscal 2024 compensation decisions reflect their input. In response to stockholder feedback, the Committee granted PSU awards designed to drive the achievement of two additional performance metrics: subscription revenue growth and free cash flow (the “Financial PSUs”). These Financial PSUs were granted in tandem with the TSR PSUs to drive the achievement of our near-term financial goals, as well as long-term stockholder value creation. 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 2024 incorporated performance metrics that aligned with the key drivers of our success and the health of our business. The fiscal 2024 annual cash bonus under our company incentive plan (“CIP”) and PSUs awarded during fiscal 2024 to our NEOs incorporate the performance metrics listed in the table below:

  46. Fiscal 2024 Executive Compensation Program

    | Performance Metrics | CIP/PSU | Weight (%) | Rationale | | Adjusted Operating Income | CIP | 50% | Measure of operating profitability, excluding impacts from financing, capital expenditures and stock-based compensation. | | Net New Monthly Recurring Revenue (NNMRR) | CIP | 25% | Primary internal indicator of subscription revenue growth during the year which, given the recurring nature of our subscriptions, also signals future revenue growth. | | Revenue | CIP | 25% | Primary external indicator of growth. | | Relative TSR | PSU | 50% | Measures stockholder return against the Nasdaq Composite Index over three years to reward market out-performance and directly tie pay to long-term stockholder value creation. | | Subscription Revenue Growth | PSU | 25% | Primary external indicator of our success in retaining customers in the current year that also represents potential revenue and customer relationships for future years. Added as a new performance metric to our fiscal 2024 PSUs to align executive compensation with relevant metrics beyond TSR. | | Free Cash Flow | PSU | 25% | Provides a measure of liquidity and shows the cash flow generated after capital expenditures. This aligns executives with our business performance and strategy, since it indicates how efficiently we are using capital. It is also an appropriate performance motivator for our executive officers because their decisions can significantly impact this metric. Added as a new performance metric to our fiscal 2024 PSUs to align executive compensation with relevant metrics beyond TSR. |

  47. Fiscal 2024 Executive Compensation Program

    | Named Executive Officer Retention Program | Extending enhanced severance protection through December 31, 2024 for certain non-CEO executives to ensure leadership continuity and smooth successions where applicable during a period of meaningful transition. For further information, see the section entitled “Employment Agreements and Potential Payments” below. | | Fiscal 2024 Base Salaries | •Maintained CEO base salary at same level as in fiscal 2023. •Established base salaries of our new NEOs taking into account competitive market data and arm’s length negotiations. •Adjusted based salaries of other NEOs, taking into account competitive market data and executive performance. | | Fiscal 2024 Semi-Annual Cash Incentive | Target Bonuses: Maintained target bonus percentages for our NEOs. Performance Goals and Achievement: •The payout for our NEOs (other than our former CFO) in our CIP was 102.2% of target for the first half of the fiscal year. •The payout for our NEOs (other than our former CFO) in our CIP was 81.6% of target for the second half of the fiscal year. For further information, see the section entitled “—Annual Cash Incentives” below. | | Fiscal 2024 Long-Term Incentive Program | Granted long-term equity awards to our NEOs: •Granted our CEO a mix of 60% PSUs and 40% RSUs for fiscal 2024 focal equity awards. •Granted our other NEOs a mix of 50% RSUs and 50% PSUs for fiscal 2024 focal equity awards. •Performance-based restricted stock units (PSUs): ◦Granted fiscal 2024 focal PSUs based on our relative total stockholder return (TSR) measured against the Nasdaq Composite Index over a three-year period and the NEO’s continued employment through duration of performance period. ◦Introduced fiscal 2024 focal PSUs based on Subscription Revenue Growth and Free Cash Flow achieved during fiscal 2024. Earned amounts vest over a period of three years. •Restricted stock units (RSUs): Granted fiscal 2024 focal RSUs vesting over four years based on continued employment as of each vesting date. For further information, see the section entitled “—Fiscal 2024 Equity Awards” and “—Achievement of PSU Awards” below. |

  48. Principal Elements of Compensation; Fiscal 2024 Pay Mix

    Principal Elements of Compensation; Fiscal 2024 Pay Mix Consistent with our compensation objectives and our pay-for-performance philosophy described above, we compensate our continuing NEOs in the form of base salaries, semi-annual cash incentives, and long-term equity incentives consisting of time-based RSUs and PSUs. At the time of hire, executives’ compensation packages are negotiated on an arm’s length basis and accordingly may vary from our standard structure in the year of hire. The following table describes the principal elements of our executive compensation program for fiscal 2024:

  49. Principal Elements of Compensation; Fiscal 2024 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 | Performance-Based Cash Incentive | Adjusted Operating Income, NNMRR & Revenue (1); as well as a modifier for ESG goals, as described below under “ESG Modifer” | Motivates achievement of key short-term financial, operational, and strategic goals tied to our annual cash incentive plan including ESG targets | | Long-Term Equity Awards | Time-Based RSUs | Value is Directly Tied to Stock Price Performance | Promotes long-term retention and establishes direct alignment of NEOs’ and stockholders’ interests | | | TSR PSUs | Stock Price Relative to Nasdaq Composite Index over three-year performance period | Promotes long-term retention, incentivizes market out-performance and drives creation of long-term stockholder value | | | Financial PSUs | Free Cash Flow & Subscription Revenue Growth | Promotes long-term retention and drives performance related to key measures of our long-term growth and profitability |

  50. Salary

    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 June 2023, the Committee determined our then-current NEOs’ base salaries for fiscal 2024 after considering these factors and the recommendations of our CEO (other than with respect to his own base salary). In particular, the Committee noted that the base salary of Mr. Shute was below our compensation peer group median. Based on this consideration, the Committee increased Mr. Shute’s salary to better align with market levels. The Committee also increased the salaries for Mr. Chatwani and Ms. Suh to better align their compensation with the scope of their respective job duties and responsibilities. The Committee determined Mr. Grayson’s and Mr. Chatwani’s initial base salaries in connection with the commencement of their employment based on a review of competitive market data and arm’s length negotiations. For additional information on Mr. Grayson’s and Mr. Chatwani’s base salaries, see the section entitled “—Fiscal 2024 NEO Transitions and Agreements” above.

  51. Annual Cash Incentives

    Annual Cash Incentives In addition to base salary, we provide our NEOs, other than Mr. Shute, the opportunity to earn cash bonuses under our CIP. In fiscal 2024, Mr. Shute was eligible to earn cash bonuses under a separate sales commission plan. See the section entitled “—Executive Commission Sales Plan for Mr. Shute” below for additional detail. 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 establish 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, operational, and strategic goals is measured against the goals set at the beginning of the fiscal year.

  52. Annual Cash Incentives

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

    | Base SalaryX | Target Bonus (% of Base Salary)X | WeightingX | Company PerformanceX | ESG Modifier (2H 80% - 120%) | = | Bonus Payout | | | | ê | ê | | | | | | | FY 24 1H 40% 2H 60% | FY 24 Revenue 25% NNMRR 25% Operating Income 50% | | | |

  54. Fiscal Year 2024 Company Incentive Plan Opportunities

    Fiscal Year 2024 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 162.4% of target. In May 2023, the Committee determined the fiscal 2024 incentive targets after considering competitive market data from our compensation peer group and compensation survey data, with the assistance of its independent compensation consultant, and the recommendations of our CEO (other than with respect to himself). The Committee determined the fiscal 2024 incentive targets for those NEOs who began service during fiscal 2024 in connection with their hiring. For more information on the CIP opportunities for Mr. Grayson and Mr. Chatwani, see the section entitled “—Employment Contracts and Agreements–Current NEOs” below.

  55. Fiscal Year 2024 Company Incentive Plan Opportunities

    | Executive | Fiscal 2023 Target Annual Incentive (% of base salary)* | Fiscal 2024 Target Annual Incentive (% of base salary) | | Allan Thygesen | 100 | 100 | | Blake Grayson | — | 100 | | Stephen Shute | 100 | 100 | | Robert Chatwani | — | 100 | | Cynthia Gaylor† | 100 | 100 | | Inhi Cho Suh† | 100 | 100 |

  56. Fiscal Year 2024 Company Incentive Plan Opportunities

    *Mr. Grayson and Mr. Chatwani were not employed by the Company in fiscal 2023 and therefore did not have a fiscal 2023 Target Annual Incentive.

  57. Fiscal Year 2024 Company Incentive Plan Opportunities

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  58. CIP Performance Metrics and Targets

    CIP Performance Metrics and Targets For fiscal 2024, 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.

  59. CIP 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 subscription revenue growth during the year which, given the recurring nature of our subscriptions, also signals future 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 |

  60. CIP Fiscal 2024 Actual Performance

    1.If a 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. 2.We are not disclosing target, achievement or funding levels for our NNMRR 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). 3.The Committee applied the Company’s ESG Modifier, which was determined to be 87.6% in fiscal 2024, to the second half fiscal 2024 performance achievement metrics of 93.1%. This resulted in an overall funding percentage of 81.6% for our NEOs. See the section entitled “—ESG Modifier” below for more information.

  61. Fiscal 2024 Cash Incentive Payments

    Fiscal 2024 Cash Incentive Payments These funding percentages resulted in the payments under the CIP:

  62. Fiscal 2024 Cash Incentive Payments

    | First Half Fiscal 2024 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Funding (3) (%) | First Half Payout ($) | | Allan Thygesen | 1,000,000 | 100 | 40 | 102.2 | 408,800 | | Blake Grayson (1) | 500,000 | 100 | 40 | 102.2 | 59,852 | | Robert Chatwani (2) | 525,000(1) | 100 | 40 | 102.2 | 188,567 | | Cynthia Gaylor† | 500,000 | 100 | 40 | 102.2 | 149,171 | | Inhi Cho Suh† | 525,000 | 100 | 40 | 102.2 | 209,595 |

  63. Fiscal 2024 Cash Incentive Payments

    †NEO no longer employed by the Company. 1.Mr. Grayson’s first half payout was prorated based on the length of employment with the Company during the first half of fiscal 2024. 2.Mr. Chatwani’s first half payout was prorated based on the length of employment with the Company during the first half of fiscal 2024, taking into account an initial base salary of $510,000, and starting in May 2024, an increased base salary of $525,000 for the remainder of fiscal 2024. 3.Funding percentages for the first half payout reflect Company performance only, excluding the ESG Modifier, which is only applied to the second half payment.

  64. Fiscal 2024 Cash Incentive Payments

    | Second Half and Full Fiscal 2024 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Funding (%) | Second Half Payout(1) ($) | Full Year Payout ($)(2) | | Allan Thygesen | 1,000,000 | 100 | 60 | 81.6 | 489,600 | 898,400 | | Blake Grayson | 500,000 | 100 | 60 | 81.6 | 244,800 | 304,652 | | Robert Chatwani | 525,000 | 100 | 60 | 81.6 | 257,040 | 445,607 | | Cynthia Gaylor† | 500,000 | 100 | 60 | 81.6 | — | 149,171 | | Inhi Cho Suh† | 525,000 | 100 | 60 | 81.6 | 257,040 | 466,635 |

  65. Fiscal 2024 Cash Incentive Payments

    †NEO no longer employed by the Company. 1.The second half payout takes into account the Company’s performance results (93.1% in fiscal 2024) and the Company’s ESG Modifier (87.6% in fiscal 2024), resulting in an overall funding percentage of 81.6% for our NEOs. 2.The full year payout reflects a combined total payout percentage for fiscal 2024 of 89.8%

  66. Fiscal 2024 Cash Incentive Payments

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  67. Executive Commission Sales Plan for Mr. Shute

    | | Full Year Fiscal 2024 | | | | | | | Weight | Actual(2) | Target(2) | Overall Funding (as a % of Target) | Quarterly Payout ($) | | Q1 NNMRR(1) | 80% | — | — | 0% | 33,165 | | Q1 Adjusted Operating Income | 20% | 175.8M | 144.3M | 133% | | | Q2 NNMRR(1) | 80% | — | — | 53% | 60,231 | | Q2 Adjusted Operating Income | 20% | 345.7M | 292.4M | 127% | | | Q3 NNMRR(1) | 80% | — | — | 0% | 33,392 | | Q3 Adjusted Operating Income | 20% | 533.0M | 466.4M | 121% | | | Q4 NNMRR(1) | 80% | — | — | 66% | 49,234(3) | | Q4 Adjusted Operating Income | 20% | 711.4M | 650.3M | 114% | |

  68. New Hire and Transition-Related Bonuses

    New Hire and Transition-Related Bonuses Mr. Grayson received a signing bonus of $1,000,000 as an inducement for Mr. Grayson to commence employment with us in June 2023. This signing bonus is subject to repayment in the event Mr. Grayson resigns without “Good Reason” or is terminated for “Cause” before the one-year anniversary of his employment start date. Mr. Chatwani received a signing bonus of $1,000,000 as an inducement for Mr. Chatwani to commence employment with us in February 2023. This signing bonus was subject to repayment in the event Mr. Chatwani resigned or was terminated for “Cause” before the one-year anniversary of his employment start date. For additional information on these signing bonuses for Mr. Grayson and Mr. Chatwani, see the section entitled “—Fiscal 2024 NEO Transitions and Agreements” above. In light of our compensation and retention objectives, ongoing strategic organization changes, and individual performance, the Committee awarded Mr. Shute a discretionary bonus payment of $370,000 for fiscal 2024, with (i) $75,000 paid out in each of Q1 and Q2; (ii) $150,000 paid out in Q3, and (iii) the remaining $70,000 paid out in Q4 of fiscal 2024. The continuity of Mr. Shute’s leadership was critical during this period of business stabilization and relaunching the Company and this retention bonus was intended to help accomplish these vital objectives, which are not otherwise addressed in Mr. Shute’s commission sales plan. As part of her transition agreement, we provided Ms. Gaylor a $1,000,000 retention bonus designed to secure Ms. Gaylor's continued services during a multi-month transition period that coincided with her critical duties as a public company chief financial officer, including the filing of our annual report on Form 10-K and the announcement of results for the first quarter of fiscal 2024.

  69. New Hire and Transition-Related Bonuses

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  70. Long-Term Equity Incentives

    Long-Term Equity Incentives The long-term equity incentive element of our NEOs’ compensation generally consists of: •RSUs, which generally vest over a four-year period subject to the NEO’s continued employment with us; •TSR 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; and •Financial PSUs, which generally are earned based on our Subscription Revenue Growth and Free Cash Flow achieved during fiscal 2024 and subject to time-based vesting through an additional two-year 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 our subscription revenue growth and free cash flow) and RSUs (which offer value tied to our stock price) effectively align our NEOs’ compensation with the long-term interests of our stockholders while addressing our retention objectives.

  71. Fiscal 2024 Equity Awards

    Fiscal 2024 Equity Awards In fiscal 2024, the Committee (i) maintained a mix of 50% RSUs and 50% PSUs for yearly focal equity awards made to our NEOs (other than our CEO) and (ii) adopted a mix of 40% RSUs and 60% PSUs for yearly focal equity awards made to our CEO, 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. The Committee granted TSR PSUs in past fiscal years (to the then-current NEOs) and again in fiscal 2024. In fiscal 2024, the Committee introduced Financial PSUs for our NEOs, as described below.

  72. Fiscal 2024 Equity Awards

    | FY24 PSUs | Measurement Period | Vesting | Weighting | | TSR | 3 years; June to June | Cliff vest upon certification | 50% | | Free Cash Flow | FY | 1/3 earned on anniversary of vesting commencement date (June 10), with remaining 2/3 vesting quarterly thereafter for 2 years | 25% | | Subscription Revenue Growth | FY | | 25% |

  73. Fiscal 2024 Equity Awards

    In arriving at the target equity values to award to our NEOs for fiscal 2024, the Committee considered our performance in fiscal 2023, competitive market data for each NEO’s position, the value of each NEO’s unvested equity holdings, individual performance, the value necessary to induce the executive to accept employment with us, as applicable, and the recommendations of the CEO (other than with respect to himself). In order to attract Mr. Grayson and Mr. Chatwani to their roles and establish alignment with stockholders’ interests, including incentivizing growth in stockholder returns, each of Mr. Grayson and Mr. Chatwani received certain new hire equity awards in connection with his hiring, to address a gap in market new hire values and equity opportunities associated with their existing roles. For additional information on the equity grants for Mr. Grayson and Mr. Chatwani, see the section entitled “—Fiscal 2024 NEO Transitions and Agreements” above.

  74. Fiscal 2024 Equity Awards

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  75. Fiscal 2024 Equity Awards

    After reviewing these factors, the Committee approved the equity awards listed below for our NEOs for fiscal 2024:

  76. Fiscal 2024 Equity Awards

    | | Target RSU Award (New Hire)(1) ($) | Target RSU Award (Retention) ($) | Target RSU Award (Focal)(1)(2) ($) | Target PSU Award (Focal)(1)(3) ($) | Total Target Equity Compensation ($) | | Allan Thygesen | — | — | 8,000,000 | 12,000,000 | 20,000,000 | | Blake Grayson‡ (4) | 32,500,000 | — | — | — | 32,500,000 | | Stephen Shute | — | — | 4,500,000 | 4,500,000 | 9,000,000 | | Robert Chatwani‡ (5) | 25,000,000 | — | — | 2,000,000 | 27,000,000 | | Cynthia Gaylor† (6) | — | 3,000,000 | — | — | 3,000,000 | | Inhi Cho Suh† | — | — | 4,500,000 | 4,500,000 | 9,000,000 |

  77. Fiscal 2024 Equity Awards

    †NEO no longer employed by the Company. ‡ NEO began employment with the Company during fiscal 2024. 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 (except as noted below in footnote 6). 2.The RSUs vest over four years in equal quarterly installments subject to the NEO’s continued employment with us. 3.The PSUs are subject to the performance and vesting requirements described below under the sections entitled “—Fiscal 2024 TSR PSU Awards” and “—Fiscal 2024 Financial PSU Awards”. 4.Represents (i) an RSU award of $20,000,000, which vests over four years in equal quarterly installments; (ii) an RSU award of $5,000,000, of which 25% vests on the 15-month anniversary of the vesting commencement date, and the remainder vesting in a series of three successive equal quarterly installments; and (iii) an RSU award of $7,500,000, which vests in full on the 12-month anniversary of the vesting commencement date, in each such case subject to the NEO’s continued employment with us. For additional information regarding Mr. Grayson’s RSUs, see the section entitled “—Fiscal 2024 NEO Transitions and Agreements” above. 5.Mr. Chatwani’s $25,000,000 new hire RSU award represents (i) an RSU award of $20,000,000 of which 25% vests on the 12-month anniversary of the vesting commencement date, and the remaining 75% vesting quarterly thereafter and (ii) an RSU award of $5,000,000, which vests over two years in equal quarterly installments, in each such case subject to the NEO’s continued employment with us. For additional information regarding Mr. Chatwani’s RSUs, see the section entitled “—Fiscal 2024 NEO Transitions and Agreements” above. Mr. Chatwani did not receive a focal RSU award given his competitive new hire offer of RSU awards. 6.Represents an RSU award of $3,000,000, which vested in a single installment at the end of Ms. Gaylor’s transition period. RSUs granted to secure Ms. Gaylor's continued services during a multi-month transition period which coincided with critical duties for a public company chief financial officer, including the filing of the Company's annual report on Form 10-K and the announcement of results for the first quarter of fiscal 2024.

  78. Fiscal 2024 TSR PSU Awards (Granted in June 2023)

    Fiscal 2024 TSR PSU Awards (Granted in June 2023) During fiscal 2024, the Committee again granted PSU awards based on our TSR relative to the Nasdaq Composite Total Return Index (the “Index”), with a single three-year performance period. The Committee granted these awards to align our NEOs’ incentives with the long-term interests of our stockholders. The Committee determined that it was appropriate to use a single three-year performance period for the TSR PSUs granted during fiscal 2024 to align the PSUs towards long-term sustained value creation balanced with the shorter-term annual performance objectives of the Financial PSUs. 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.

  79. Fiscal 2024 TSR PSU Awards (Granted in June 2023)

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  80. Fiscal 2024 TSR PSU Awards (Granted in June 2023)

    Any PSUs earned based on achievement of TSR metrics will vest at the end of the performance period, subject to the executive’s continued service to the Company. The table below summarizes the performance targets and payout levels.

  81. Fiscal 2024 TSR PSU Awards (Granted in June 2023)

    | Relative TSR Performance | PSU Vesting Amount (% of Target) | Payout Level | | = < -25 points versus Index TSR% | 0 | 0 | | = - 25 points versus Index TSR% | 50 | Threshold | | = Index TSR% | 100 | Target | | = or > + 50 points versus Index TSR% | 200 | Maximum |

  82. Fiscal 2024 TSR PSU Awards (Granted in June 2023)

    The Company’s relative TSR achievement (and the corresponding number of PSUs that are earned and vest) will be determined on a straight-line interpolation basis, if achievement is between the levels set forth in the table above. 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. Each NEO must also remain continuously employed by us during the performance period in order to be eligible to earn and vest in his or her shares. The TSR PSUs will be subject to acceleration upon certain events as described in the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control.”

  83. Fiscal 2024 Financial PSU Awards (Granted in June 2023)

    Fiscal 2024 Financial PSU Awards (Granted in June 2023) Beginning in fiscal 2024, the Committee granted Financial PSU awards designed to drive the achievement of two performance metrics— subscription revenue growth and free cash flow—with achievement of each measured at the end of a one-year performance period beginning February 1, 2023 and ending January 31, 2024. These Financial PSUs were granted in tandem with the TSR PSUs, described above, to drive the achievement of our near-term financial goals, as well as long-term stockholder value creation. The Committee believes our subscription revenue growth and free cash flow are appropriate metrics because they measure company growth and operating efficiency, and are good indicators of overall company health and sound management. The Committee considered a variety of factors, including our continued growth, our dynamic, highly competitive and fast-moving industry and the difficulty of predicting future performance in such an environment, and concluded that these metrics incentivized our executives to focus on and achieve performance objectives directly connected to our long-term growth plan and, as a result, aligns their success with the long-term value created for our stockholders. Particularly, given our subscription model, subscription revenue growth in a given year measures both year-one success and represents continued revenue and customer relationships for many years into the future. Free cash flow is a key measure our investors use to assess the efficiency of our capital management and liquidity. At the end of the one-year performance period, the Committee compared (a) the percentage increase YoY in our subscription revenue compared to targets and (b) our free cash flow for the year ending January 31, 2024 against the targets set forth in the following tables. The number of PSUs that were earned and eligible to vest was based on the level of achievement of each metric, determined separately, with achievement between the levels in the tables below determined on a straight-line interpolation basis. Any PSUs earned based on the achievement of these two metrics will vest as to 1/3 following the end of the performance period and then in eight equal quarterly installments, subject to the executive’s continued service.

  84. Fiscal 2024 Financial PSU Awards (Granted in June 2023)

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  85. Fiscal 2024 Financial PSU Awards (Granted in June 2023)

    | Subscription Revenue Growth Performance Table | | | | | Revenue Growth (% Year over Year) | Performance Multiplier (as a % of Revenue Growth Metric Target PSUs) | | Maximum | 20.0 | 200 | | Target | 12.3 | 100 | | Threshold | 8.0 | 50 | | Below Threshold | < 8.0 | 0 |

  86. Fiscal 2024 Financial PSU Awards (Granted in June 2023)

    | Free Cash Flow Performance Table | | | | | | Free Cash Flow ($M) | As a % of Target Free Cash Flow | Performance Multiplier (as a % of Free Cash Flow Metric Target PSUs) | | Maximum | 716.8 | 140 | 200 | | Target | 512.0 | 100 | 100 | | Threshold | 435.2 | 85 | 50 | | Below Threshold | < 435.2 | < 85 | 0 |

  87. Fiscal 2024 Financial PSU Awards (Granted in June 2023)

    Our Committee has measured and certified the achievement of the Financial PSUs. See below under “Achievement of PSUs” for the achievement levels and resulting PSUs eligible to vest. Each NEO must also remain continuously employed by us during the performance period and the applicable time-vesting dates in order to be eligible to earn and vest in his or her shares. The Financial PSUs will be subject to acceleration upon certain events as described in the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control.”

  88. Achievement of PSU Awards

    Achievement of PSU Awards The following table and footnotes summarize PSU awards that were eligible to be achieved during fiscal 2024 or remained subject to on-going performance during fiscal 2024:

  89. Achievement of PSU Awards

    | Historical PSU Achievement | | | | PSU Awards | Performance Period | Achievement (%) | | Fiscal 2021 TSR PSUs(1) | 3 years (ending June 2023) | 0 | | Fiscal 2022 TSR PSUs(2) | 3 years (ending June 2024) | On-Going | | Fiscal 2023 TSR PSUs(3) | 3 annual tranches (ending June 2025 and October 2025) | On-Going | | Fiscal 2024 TSR PSUs(4) | 3 years (ending June 2026) | On-Going | | Fiscal 2024 Financial PSUs(5) | 1 year (ending January 2024) | 200% Free Cash Flow 73.5% for Subscription Revenue Growth |

  90. Achievement of PSU Awards

    1.Fiscal 2021 TSR PSUs had a three-year performance period (ended June 2023). Ms. Gaylor, our former CFO, was the only NEO with a fiscal 2021 TSR PSU. The Company’s TSR for the three-year performance period ending June 10, 2023 was (49.9%) and the fiscal 2021 PSUs were achieved at 0% of target, resulting in no PSU shares being achieved or vested for Ms. Gaylor.

  91. Achievement of PSU Awards

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  92. Achievement of PSU Awards

    2.Fiscal 2022 TSR PSUs have a three-year performance period (ending June 2024). Final performance will not be determinable until the end of the three-year performance period. Ms. Gaylor, our former CFO, is the only NEO with a fiscal 2022 TSR PSU. Pursuant to the terms of the fiscal 2022 TSR PSU awards, Ms. Gaylor will vest in a prorated portion (based on the length of her employment during the three-year performance period) of the fiscal 2022 TSR PSUs, if and to the extent that they are achieved. 3.Fiscal 2023 TSR PSUs were granted in June 2022 and October 2022 to Ms. Gaylor and Mr. Thygesen, respectively. The grant date, performance periods and vesting dates for the Fiscal 2023 TSR PSUs granted to our CEO are different that those of Ms. Gaylor, as they aligned with his employment start date. The fiscal 2023 TSR PSUs are divided into three performance periods (each a tranche) for a total of three years. The Company’s TSR for the first tranche ending June 10, 2023 for Ms. Gaylor was (39.5%), and ending October 10, 2023 for Mr. Thygesen was (22.6%), and as a result, in each case, the first tranche of the fiscal 2023 TSR PSUs was achieved at 0% of target, resulting in no PSU shares being achieved or vested. Following her termination, Ms. Gaylor remains eligible to vest in a prorated portion of any shares earned with respect to the second tranche of such award (based on the length of her employment during the two- year performance period for such second tranche), if and to the extent that they are achieved, which will not be determinable until June 2024. Ms. Gaylor is not eligible for any shares that may be earned with respect to the third tranche of such award. For Mr. Thygesen, the second and third tranches of the fiscal 2023 TSR PSUs will not be determinable until October 2024 and October 2025. 4.Fiscal 2024 TSR PSUs have a three-year performance period (ending June 2026). Final performance will not be determinable until the end of the three-year performance period. 5.The Committee determined that the fiscal 2024 Financial PSUs were achieved at 73.5% of target, with respect to the subscription revenue growth metric, and 200% of target, with respect to free cash flow metric. The achieved shares will vest as to 1/3 following the end of the performance period and then in eight equal quarterly installments, subject to the executive’s continued service to the Company. The actual numbers of fiscal 2024 Financial PSUs that were achieved and eligible to vest for each of our NEOs are set forth in the table below:

  93. Achievement of PSU Awards

    | | Fiscal 2024 Financial PSUs Achieved & Eligible to Vest | | | | Name | Subscription Revenue Growth PSUs | Free Cash Flow PSUs | Total PSUs | | Allan Thygesen | 38,582 | 104,986 | 143,568 | | Blake Grayson(1) | — | — | — | | Stephen Shute | 14,468 | 39,370 | 53,838 | | Robert Chatwani | 6,429 | 17,496 | 23,925 | | Cynthia Gaylor(2) | — | — | — | | Inhi Cho Suh | 3,157 | 8,592 | 11,749 |

  94. Achievement of PSU Awards

    1.Mr. Grayson did not receive fiscal 2024 Financial PSU awards. He commenced employment in June 2023. 2.Ms. Gaylor did not receive fiscal 2024 PSU awards. 3.Ms. Suh received a pro-rated portion of her eligible PSUs per the terms of her PSU Agreement.

  95. CEO SVC PSU Award (Granted in October 2022)

    CEO SVC PSU Award (Granted in October 2022) In connection with Mr. Thygesen’s hiring as our CEO, he was granted performance-based RSUs subject to certain stock price targets (the “SVC PSUs”). 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. None of the performance metrics applicable to the SVC PSUs were achieved prior to January 31, 2024 and, accordingly, no PSUs have been earned or vested. Both the five-year and the seven-year performance periods applicable to the SVC PSUs remain ongoing, and performance may be achieved at a later time prior to the end of the applicable performance periods. For additional information regarding Mr. Thygesen’s SVC PSUs, see the section entitled “—Employment Contracts and Agreements—Current NEOs” below.

  96. CEO SVC PSU Award (Granted in October 2022)

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  97. 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 2024, the Committee engaged Compensia as its independent compensation consultant. During fiscal 2024, 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; •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.

  98. Fiscal 2024 Compensation Peer Group

    Fiscal 2024 Compensation Peer Group In setting NEO compensation for fiscal 2024, 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 15% or more) and a high market-capitalization-to-revenue multiple (generally 3x or more).

  99. Fiscal 2024 Compensation Peer Group

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  100. Fiscal 2024 Compensation Peer Group

    In November 2022, the Committee reviewed the compensation peer group that would be used for fiscal 2024 compensation decision making. In assessing each of the companies against the selection criteria, the Committee elected to exclude ServiceNow and Snowflake due to their relatively high market capitalization at the time, and Zendesk due to a pending acquisition, and elected to add Informatica, Nutanix, Qualtrics International, Toast, and Unity Software due to a reasonable fit across the selection criteria. As a result, the Committee approved the following compensation peer group that was used for reference in making compensation decisions during fiscal 2024:

  101. Fiscal 2024 Compensation Peer Group

    | Fiscal 2024 Peer Group | | | | | Autodesk | Informatica | RingCentral | Twilio | | CoStar Group | Nutanix | Shopify | Unity Software | | Crowdstrike Holdings | Okta | Splunk | Veeva Systems | | Dropbox | Paycom Software | Toast | Workday | | HubSpot | Qualtrics International | The Trade Desk | Zoom Video Communications |

  102. Fiscal 2024 Compensation Peer Group

    The Committee also refers to executive compensation surveys from Radford, an Aon Hewitt company, as needed, covering peers that participate in Radford and other U.S. public software companies with similar revenue. 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.

  103. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We provide for certain severance and change in control 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 pursuant to executive severance and change in control agreements. 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. Given the nature and competitiveness of our industry, the Committee believes these severance and change in control payments and benefits are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. We amended our executive severance and change in control agreements in June 2022 and March 2023 to provide certain limited enhanced severance benefits during a period of company transition through December 31, 2023. We have subsequently restated our executive severance and change in control agreements in January 2024 to consolidate the prior amendments and to provide strong retention incentives by adding certain limited enhancements in the event of an executive’s termination without “Cause” from the date of execution through December 31, 2024 as described in the section entitled “Employment Agreements and Potential Payments—Potential Payments Upon a Termination or a Change in Control”.

  104. 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. •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.

  105. 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, 2024, 2023 and 2022.

  106. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Allan Thygesen President and Chief Executive Officer | 2024 | 1,000,000 | — | 20,917,097 | 898,400 | 18,542 | 22,834,039 | | | 2023 | 269,231 | — | 84,543,775 | 222,375 | — | 85,035,380 | | | 2022 | — | — | — | — | — | — | | Blake Grayson(5) Executive Vice President and Chief Financial Officer | 2024 | 319,231 | 1,000,000 | 34,307,223 | 304,652 | 23,731 | 35,954,837 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Stephen Shute(6) President, Worldwide Field Operations | 2024 | 538,462 | 370,000 | 9,285,414 | 176,022 | 54,053 | 10,423,951 | | | 2023 | 346,154 | 38,226 | 31,167,974 | 175,954 | 8,899 | 31,737,207 | | | 2022 | — | — | — | — | — | — | | Robert Chatwani(7) President, General Manager, Growth | 2024 | 490,154 | 1,000,000 | 27,976,922 | 445,607 | 32,074 | 29,944,757 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Cynthia Gaylor(8) Former Chief Financial Officer | 2024 | 190,385 | 1,000,000 | 3,249,420 | 149,171 | 1,010,980 | 5,599,956 | | | 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 | | Inhi Cho Suh(9) Former President, Product and Engineering | 2024 | 519,231 | — | 9,285,414 | 466,635 | 35,068 | 10,306,348 | | | 2023 | 267,308 | 325,000 | 24,233,119 | 196,943 | 37,875 | 25,060,236 | | | 2022 | — | — | — | — | — | — |

  107. Summary Compensation Table

    1.For NEOs who were hired or resigned in fiscal 2024, their salaries are prorated for their time employed with the Company. Additionally, we increased the salary for certain officers as noted in this footnote. Their yearly salary is as follows: Mr. Grayson: $500,000; Mr. Shute: $500,000 from February-April 2023, and $550,000 thereafter; Mr. Chatwani: $510,000 from February-April 2023, and $525,000 thereafter; Ms. Gaylor: $500,000; and Ms. Suh: $500,000 from February-April 2023, and $525,000 thereafter. No change was made to Mr. Thygesen’s target salary for fiscal 2024. 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 TSR PSUs granted in fiscal 2022 – fiscal 2024 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. The grant date fair value of the fiscal 2024 Financial PSU awards is based on our achievement of such Financial PSU awards' performance conditions at 100% of target. If the Financial PSUs were instead valued based on the maximum outcome of the applicable performance condition, the total amount for the Financial PSU awards reported in this column for 2024 would increase as follows: Mr. Thygesen from $5,765,831 to $11,531,662; Mr. Shute from $2,162,200 to $4,324,401; Mr. Chatwani from $960,880 to $1,921,761; Ms. Suh

  108. Summary Compensation Table

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  109. Summary Compensation Table

    from $2,162,200 to $4,324,401. The assumptions used in calculating the grant date fair value are set forth in the Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024. 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. 3.The amounts shown represent the performance bonus earned for the respective fiscal year pursuant to the CIP, except that the amount for Mr. Shute represents the sales commission earned for the respective fiscal year. See the section entitled “Executive Compensation Discussion and Analysis—Fiscal 2024 Cash Incentive Payments” for further discussion of the performance bonuses and commission payments for fiscal 2024. 4.The amount shown represents Company contributions to our 401(k) plan and life insurance premiums paid by us on behalf of each NEO except as otherwise noted below. 5.For Mr. Grayson: 2024 Bonus represents a signing bonus. See the section entitled “Executive Compensation Discussion and Analysis—New Hire and Transition-Related Bonuses” above for additional information on bonuses. 6.For Mr. Shute: 2024 Bonus represents retention bonus payments totaling $370,000; 2023 Bonus represents a discretionary bonus payment of $38,226 (See the section entitled “Executive Compensation Discussion and Analysis—New Hire and Transition-Related Bonuses” above for additional information on bonuses); and 2024 All Other Compensation includes $17,268, which represents (a) Company-paid costs of $9,374 for attending the Company’s sales team events, (b) Company-paid costs of $400 for gifts received at such sales team events, and $7,494 for a tax gross-up associated with these costs. 7.For Mr. Chatwani: 2024 Bonus represents a signing bonus. See the section entitled “Executive Compensation Discussion and Analysis—New Hire and Transition-Related Bonuses” above for additional information on bonuses. 8.For Ms. Gaylor: 2024 Bonus represents a retention bonus for transitional services (See the section entitled “Executive Compensation Discussion and Analysis—New Hire and Transition-Related Bonuses” above for additional information on bonuses); 2024 All Other Compensation includes $1,000,000 as part of her separation agreement payout (see the section entitled “Employment Contracts and Agreements—Former NEO Agreements”); 2023 All Other Compensation also includes $529 for a tax gross up of fringe benefits. 9.For Ms. Suh: (i) 2023 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.

  110. Summary Compensation Table

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  111. 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, 2024.

  112. 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 | | 440,000 | 1,000,000 | 1,624,000 | | | | | | | | RSUs | 7/7/23 | | | | | | | 139,982 | 7,687,811 | | | PSUs | 7/7/23 | | | | 52,493 | 104,986 | 209,972 | | 7,463,455 | | | PSUs | 7/7/23 | | | | 26,247 | 52,493 | 104,986 | | 2,882,916 | | | PSUs | 7/7/23 | | | | 26,247 | 52,493 | 104,986 | | 2,882,916 | | Blake Grayson | Cash | | 157,768 | 358,564 | 582,307 | | | | | | | | RSUs | 6/9/23 | | | | | | | 370,258 | 21,112,111 | | | RSUs | 6/9/23 | | | | | | | 138,847 | 7,917,056 | | | RSUs | 6/9/23 | | | | | | | 92,565 | 5,278,056 | | Stephen Shute | Cash | | 236,500 | 537,500 | 1,354,500 | | | | | | | | RSUs | 7/7/23 | | | | | | | 78,740 | 4,324,401 | | | PSUs | 7/7/23 | | | | 19,685 | 39,370 | 78,740 | | 2,798,813 | | | PSUs | 7/7/23 | | | | 9,843 | 19,685 | 39,370 | | 1,081,100 | | | PSUs | 7/7/23 | | | | 9,843 | 19,685 | 39,370 | | 1,081,100 | | Robert Chatwani | Cash | | 219,783 | 499,508 | 811,200 | | | | | | | | RSUs | 3/9/23 | | | | | | | 320,102 | 20,617,770 | | | RSUs | 3/9/23 | | | | | | | 80,025 | 5,154,410 | | | PSUs | 7/7/23 | | | | 8,749 | 17,497 | 34,994 | | 1,243,862 | | | PSUs | 7/7/23 | | | | 4,374 | 8,748 | 17,496 | | 480,440 | | | PSUs | 7/7/23 | | | | 4,374 | 8,748 | 17,496 | | 480,440 |

  113. Grants of Plan Based Awards

    | 66 | Proxy Statement | Docusign |

  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 (#) | | | | Cynthia Gaylor(4) | Cash | | 88,000 | 200,000 | 324,800 | | | | | | | | RSUs | 3/9/23 | | | | | | | 50,449 | 3,249,420 | | Inhi Cho Suh | Cash | | 231,000 | 525,000 | 852,600 | | | | | | | | RSUs | 7/7/23 | | | | | | | 78,740 | 4,324,401 | | | PSUs | 7/7/23 | | | | 19,685 | 39,370 | 78,740 | | 2,798,813 | | | PSUs | 7/7/23 | | | | 9,843 | 19,685 | 39,370 | | 1,081,100 | | | PSUs | 7/7/23 | | | | 9,843 | 19,685 | 39,370 | | 1,081,100 |

  115. Grants of Plan Based Awards

    1.Represents the range of possible payouts to our NEOs under the fiscal 2024 CIP or, for Mr. Shute, under his sales commission plan. 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—Fiscal 2024 Equity 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.Ms. Gaylor, our former Chief Financial Officer, terminated employment on June 15, 2023. $149,171 represents the actual amount paid to Ms. Gaylor for her 1st half CIP payout. For additional information regarding Ms. Gaylor’s separation and compensation paid in connection therewith, see the section entitled “—Employment Contracts and Agreements – Former NEO Agreements” below.

  116. Grants of Plan Based Awards

    | Docusign | Proxy Statement | 67 |

  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, 2024.

  118. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards(1) | | | | | | | 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 | | | | | | Allan Thygesen | 10/14/2022(4) | 126,470 | 7,704,552 | — | — | | | 7/7/2023(5) | 122,485 | 7,461,786 | — | — | | | 10/14/2022(7) | — | — | 183,955 | 11,206,539 | | | 10/14/2022(8) | — | — | 2,182,056 | 132,930,852 | | | 7/7/2023(9) | — | — | 104,986 | 6,395,747 | | | 7/7/2023(10) | 38,582 | 2,350,415 | — | — | | | 7/7/2023(11) | 104,986 | 6,395,747 | — | — | | Blake Grayson | 6/9/2023(12) | 323,976 | 19,736,618 | — | — | | | 6/9/2023(13) | 138,847 | 8,458,559 | — | — | | | 6/9/2023(14) | 92,565 | 5,639,060 | — | — | | Stephen Shute | 7/10/2022(15) | 244,295 | 14,882,451 | — | — | | | 7/7/2023(16) | 68,898 | 4,197,266 | — | — | | | 7/7/2023(9) | — | — | 39,370 | 2,398,420 | | | 7/7/2023(10) | 14,468 | 881,391 | — | — | | | 7/7/2023(11) | 39,370 | 2,398,420 | — | — | | Robert Chatwani | 3/9/2023(17) | 320,102 | 19,500,614 | — | — | | | 3/9/2023(18) | 50,016 | 3,046,975 | — | — | | | 7/7/2023(9) | — | — | 17,497 | 1,065,917 | | | 7/7/2023(10) | 6,429 | 391,655 | — | — | | | 7/7/2023(11) | 17,496 | 1,065,856 | — | — |

  119. Outstanding Equity Awards at Fiscal Year End

    | 68 | Proxy Statement | Docusign |

  120. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards(1) | | | | | | | 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 | | | | | | Cynthia Gaylor | 6/10/2021(6) | — | — | 4,292 | 261,469 | | | 6/10/2022(7) | — | — | 11,854 | 722,146 | | Inhi Cho Suh | 7/8/2022(19) | 195,435 | 11,905,900 | — | — | | | 7/7/2023(16) | 68,898 | 4,197,266 | — | — | | | 7/7/2023(9) | — | — | 39,370 | 2,398,420 | | | 7/7/2023(10) | 3,157 | 192,324 | — | — | | | 7/7/2023(11) | 8,592 | 523,425 | — | — |

  121. Outstanding Equity Awards at Fiscal Year End

    1.All RSU awards listed in this table were granted pursuant to 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, 2024, based on the closing price of our common stock of $60.92 on January 31, 2024. 3.Represents the market value of the shares underlying the number of unvested PSUs as of January 31, 2024, based on the closing price of our common stock of $60.92 on January 31, 2024. 4.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on October 10, 2022, subject to continuous service. 5.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2023, subject to continuous service. 6.Represents shares issuable on settlement of fiscal 2022 TSR PSUs. Each PSU represents a contingent right to receive one share of our common stock. The fiscal 2022 TSR PSUs are earned based on DocuSign’s relative TSR at the end of the performance period. Following her termination, Ms. Gaylor remains eligible to vest in a prorated portion of any shares earned with respect to the award (based on the length of her employment during the three-year performance period for such award), if and to the extent that they are achieved, which will not be determinable until June 2024. Ms. Gaylor’s 2022 TSR PSUs are also described above in the sections entitled “Executive Compensation Discussion and Analysis—Achievement of PSUs.” 7.Represents shares issuable on settlement of fiscal 2023 TSR PSUs. Each PSU represents a contingent right to receive one share of our common stock. The fiscal 2023 TSR PSUs are divided into three performance periods (each a tranche) for a total of three years, and are earned based on DocuSign’s relative TSR at the end of the applicable performance period. The first tranche ending June 10, 2023 for Ms. Gaylor, and October 10, 2023 for Mr. Thygesen was not achieved, resulting in no PSU shares being achieved or vested. Following her termination, Ms. Gaylor remains eligible to vest in a prorated portion of any shares earned with respect to the second tranche of such award (based on the length of her employment during the two-year performance period for such tranche), if and to the extent that they are achieved, which will not be determinable until June 2024. Ms. Gaylor is not eligible for any shares that may be earned with respect to the third tranche of such award. Mr. Thygesen is eligible for any shares that may be earned with respect to the second and third tranches of such award as described above in the sections entitled “Executive Compensation Discussion and Analysis—Achievement of PSUs.” 8.Represents shares issuable on settlement of SVC 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—Achievement of PSUs—Fiscal 2023 TSR PSU Awards—Our CEO SVC PSU Award.” 9.Represents shares issuable on settlement of fiscal 2024 TSR 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—Fiscal 2024 Equity Awards— Fiscal 2024 TSR PSU Awards.” 10.The performance period for this SGR PSU award ended as of January 31, 2024. Represents the number of shares achieved as of January 31, 2024, 1/3 of which will vest in June 2024, and then will vest in eight equal quarterly installments, subject to the executive’s continued service. Earned PSUs are based on achievement of certain financial targets set by the Committee as described above in the sections entitled “Executive Compensation Discussion and Analysis—Fiscal 2024 Equity Awards—Fiscal 2024 Financial PSU Awards.”

  122. Outstanding Equity Awards at Fiscal Year End

    | Docusign | Proxy Statement | 69 |

  123. Outstanding Equity Awards at Fiscal Year End

    11.The performance period for this FCF PSU award ended as of January 31, 2024. Represents the number of shares achieved as of January 31, 2024, 1/3 of which will vest in June 2024, and then will vest in eight equal quarterly installments, subject to the executive’s continued service. Earned PSUs are based on achievement of certain financial targets set by the Committee as described above in the sections entitled “Executive Compensation Discussion and Analysis—Fiscal 2024 Equity Awards—Fiscal 2024 Financial PSU Awards.” 12.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on June 10, 2023, subject to continuous service. 13.The shares underlying the RSUs vest 100% on June 10, 2024, subject to continuous service. 14.Twenty-five percent of the shares subject to the RSUs will vest on September 10, 2024 and the balance of the shares shall vest in equal quarterly installments thereafter for 9 months, subject to continuous service. 15.Twenty-five percent of the shares subject to the RSUs vested on May 10, 2023 and the balance of the shares shall vest in equal quarterly installments thereafter for 36 months, subject to continuous service. 16.The shares underlying the RSUs vest in eight equal quarterly installments beginning on May 10, 2023, subject to continuous service. 17.Twenty-five percent of the shares subject to the RSUs vested on March 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 in eight equal quarterly installments beginning on March 10, 2023, subject to continuous service. 19.Twenty-five percent of the shares subject to the RSUs vested on July 10, 2023 and the balance of the shares shall vest in equal quarterly installments thereafter for 36 months, subject to continuous service.

  124. Outstanding Equity Awards at Fiscal Year End

    | 70 | Proxy Statement | Docusign |

  125. Fiscal 2024 Stock Option Exercises and Stock Vested

    Fiscal 2024 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, 2024. There were no option awards exercised by our NEOs during the fiscal year ended January 31, 2024.

  126. Fiscal 2024 Stock Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Allan Thygesen | 431,395 | 23,953,284 | | Blake Grayson | 46,282 | 2,338,861 | | Stephen Shute | 234,591 | 12,482,108 | | Robert Chatwani | 30,009 | 1,552,166 | | Cynthia Gaylor | 165,417 | 8,699,391 | | Inhi Cho Suh | 159,545 | 7,444,811 |

  127. Fiscal 2024 Stock Option Exercises and Stock Vested

    1.Represents the total number of shares of our common stock issuable upon settlement of vested RSUs during the year ended January 31, 2024. There were no PSUs vested and settled in fiscal 2024. 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 for each NEO is calculated by: (a) multiplying the number of RSUs vested by either (i) the closing price of our common stock on the settlement date or (ii) the closing price of our 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, 2024. 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.

  128. Fiscal 2024 Stock Option Exercises and Stock Vested

    | Docusign | Proxy Statement | 71 |

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

    Potential Payments Upon a Termination or a Change in Control We entered into Executive Severance and Change in Control Agreements with our NEOs (other than our CEO) and included similar benefits in the employment offer letter with Mr. Thygesen (the “Thygesen Offer Letter”) to promote ongoing retention and align our NEOs’ incentives with those of our stockholders outside of and in the event of a change in control. Given the nature and competitiveness of our industry, the Committee believes that 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. 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. In March 2023, we entered into amendments to our existing Executive Severance and Change in Control Agreements (as previously amended in June 2022) with each of Cynthia Gaylor, our former Chief Financial Officer; Stephen Shute, our President, Worldwide Field Operations; and Inhi Cho Suh, our former President of Product and Engineering (the June 2022 and March 2023 amendments together, the “Severance Agreement Amendment”). To align Mr. Chatwani with the other executive officers with respect to severance, also in March 2023, we entered into a Severance Agreement Amendment to our existing Executive Severance and Change in Control Agreement with Mr. Chatwani. Under these Severance Agreement Amendments, we agreed to 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 December 31, 2023, such that these executives would each receive (i) 12 months of base salary severance, (ii) a payment equal to 100% of the executive’s target bonus, (iii) 12 months of COBRA coverage, and (iv) 12 months of vesting acceleration under specified recent time-based RSU awards (the “2023 Enhanced Severance Benefits”). Subsequently, to support ongoing retention efforts and in an effort to consolidate the Severance Agreement Amendments, in January 2024, we amended and restated existing Executive Severance and Change in Control Agreements (as amended through March 2023, as described above) with each of Mr. Grayson, Mr. Chatwani, and Mr. Shute (such amended and restated agreements, the “Restated Severance Agreements”). The Restated Severance Agreements continue the Enhanced Severance Benefits through December 31, 2024, at which time such entitlement shall lapse, and provide for certain other modifications, as set forth in the tables below. Ms. Suh’s employment terminated contemporaneously with the restatement of the existing Executive Severance and Change in Control Agreements. Accordingly, the terms that would have been included in Ms. Suh’s Restated Severance Agreement, were instead incorporated into her Separation Agreement. The key severance and change in controls terms of the Restated Severance Agreements, and Mr. Thygesen’s Offer Letter are summarized below, and are subject to the NEO delivering a release of claims in favor of Docusign.

  130. 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 2024 was $22,834,039. Our median employee’s annual total compensation for fiscal 2024 was $217,014, resulting in a CEO pay ratio of 105:1. 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, 2024, the last day of our fiscal year, consistent with SEC rules. As of January 31, 2024, our employee population consisted of 6,840 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, 2023 through January 31, 2024 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, 2024. 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.

  131. CEO Pay Ratio Disclosure

    | 84 | Proxy Statement | Docusign |

  132. CEO Pay Ratio Disclosure

    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, 2024, 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”).

  133. CEO Pay Ratio Disclosure

    | 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 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) | | 2024 | $22,834,039 | $11,327,395 | — | — | — | — | $18,445,970 | $16,014,945 | $78 | $219 | $74.0 | $2,761.9 | | 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 |

  134. CEO Pay Ratio Disclosure

    1.Mr. Thygesen was the sole PEO during fiscal 2024. 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:

  135. CEO Pay Ratio Disclosure

    | PEO (current) | | | Prior FYE Current FYE Fiscal Year | 1/31/2023 1/31/2024 2024 | | Summary Compensation Table Total | $22,834,039 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(20,917,097) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $24,172,208 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(8,426,458) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $798,471 | | + 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 | $(7,133,768) | | - 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 | — | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | $11,327,395 |

  136. CEO Pay Ratio Disclosure

    | Docusign | Proxy Statement | 85 |

  137. CEO Pay Ratio Disclosure

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

  138. CEO Pay Ratio Disclosure

    | Fiscal Year | Non-PEO NEOs | | 2024 | Cynthia Gaylor, Blake Grayson, Inhi Cho Suh, Stephen Shute, Robert Chatwani | | 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 |

  139. CEO Pay Ratio Disclosure

    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:

  140. CEO Pay Ratio Disclosure

    | Non-PEO NEOs | | | Prior FYE Current FYE Fiscal Year | 1/31/2023 1/31/2024 2024 | | Summary Compensation Table Total | $18,445,970 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(16,820,879) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $16,018,827 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(482,781) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,503,887 | | + 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 | $(978,019) | | - 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 | $(1,672,061) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | $16,014,945 |

  141. CEO Pay Ratio Disclosure

    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 31, 2020, valued again on each of January 31, 2021, 2022, 2023, and 2024, 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, 2024 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.

  142. CEO Pay Ratio Disclosure

    | 86 | Proxy Statement | Docusign |

  143. Pay versus Performance Analysis

    Pay versus Performance Analysis 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 the Company’s (i) GAAP revenue, (ii) GAAP net income and (iii) 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

  144. Pay versus Performance Analysis

    | Docusign | Proxy Statement | 87 |

  145. Pay versus Performance Analysis

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

  146. Pay versus Performance Analysis

    | 88 | Proxy Statement | Docusign |

  147. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Docusign’s Board of Directors (the “Board”) is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board currently has ten members. There are three directors in the class whose term of office expires in 2024 and are thus eligible for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to encourage directors and nominees for director to attend the Annual Meeting.

  148. Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

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