DEF 14A of Docusign, Inc., Apr 16, 2025

DEF 14A of Docusign, Inc.

Filed Apr 16, 2025 · FY20250001261333-25-000044

Open on EDGAR

  1. Director Biographies

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

  2. CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

    CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

  3. CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

    | | 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 | 64 Director Since | May 2020 Committees | Audit | |

  4. CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

    | | 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 | 65 Director Since | August 2018 Committees | Compensation and Nominating | |

  5. CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

    | | 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 | 51 Director Since | June 2023 Committees | Audit | |

  6. CLASS I DIRECTORS (Nominees for Election at the 2025 Annual Meeting)

    | Docusign | 2025 Proxy Statement | 11 |

  7. CLASS II DIRECTORS

    CLASS II DIRECTORS

  8. 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, and Zscaler, Inc., a cloud security company. 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 | 64 Director Since | August 2020 Committees | Audit | |

  9. CLASS II DIRECTORS

    | | Cain A. Hayes has served on our Board since December 2020. From July 2021 to October 2024, Mr. Hayes 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 | 55 Director Since | December 2020 Committees | Compensation | |

  10. 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 A.P. Moller-Maersk. Mr. Thygesen has also served on the boards of directors of various private companies. Mr. Thygesen previously served on the board of directors of RingCentral, Inc. 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 | 62 Director Since | October 2022 Committees | none | |

  11. CLASS II DIRECTORS

    | 12 | 2025 Proxy Statement | Docusign |

  12. CLASS III DIRECTORS

    CLASS III DIRECTORS

  13. CLASS III DIRECTORS

    | | Enrique Salem has served on our Board since August 2013. Since July 2014, Mr. Salem has been a Partner at Bain Capital Ventures, a venture capital firm. Prior to Bain Capital, Mr. Salem served as President, Chief Executive Officer, and Chief Operating Officer, at Symantec Corp, now known as Gen Digital, Inc., a cybersecurity company. Mr. Salem currently serves on the boards of directors of Atlassian Corporation Plc, an enterprise software company, and Rubrik, Inc., a data security and cloud data management 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 | 59 Director Since | August 2013 Committees | Audit | |

  14. CLASS III DIRECTORS

    | | Peter Solvik has served on our Board since March 2006. Since 2011, Mr. Solvik has been a Managing Director at Jackson Square Ventures, a venture capital firm. Since 2002, Mr. Solvik has been a Managing Director at Sigma Partners, a venture capital firm. Previously, Mr. Solvik served as 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 | 66 Director Since | March 2006 Committees | Compensation and Nominating | |

  15. CLASS III DIRECTORS

    | | Maggie Wilderotter has served on our Board since March 2018 and as Board Chair since January 2019. From June 2022 to October 2022, Ms. Wilderotter served as our interim President and Chief Executive Officer. Since August 2016, Ms. Wilderotter has been 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, Sana Biotechnologies, a biotechnology company, and Fortinet, Inc., a cybersecurity 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 | 70 Director Since | March 2018 Committees | none Board Chair | |

  16. CLASS III DIRECTORS

    | Docusign | 2025 Proxy Statement | 13 |

  17. 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 age, skills, diversity 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. 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 800 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.

  18. Evaluation of Director Nominees

    | 18 | 2025 Proxy Statement | Docusign |

  19. 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 below entitled “Executive Compensation Discussion and Analysis — Compensation-Setting Process — Fiscal 2025 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. Following its annual review of the Non-Employee Director Compensation Policy, no changes were made in fiscal 2025. 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 2025, annual compensation for non-employee directors consisted of:

  20. Non-Employee Director Compensation Policy

    | Board Fees(1) | Fiscal Year 2025 | | Cash Retainer | $46,500 | | Annual RSU Awards for Continuing Directors(2): | Equal to $250,000 divided by the closing price of our common stock on the grant date | | Initial RSU Awards for New Directors(3): | Equal to $500,000 divided by the closing price of our common stock on the grant date |

  21. Non-Employee Director Compensation Policy

    | Committees and Non-Employee Chair Fees | | | Board Chair(4) | $102,500 | | Lead Independent Director(4) | $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 |

  22. 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 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 RSU awards vest over three years in equal quarterly installments. All initial grants will vest in full upon a change in control transaction. 4.The fee is only paid to a non-employee Board Chair or Lead Independent Director, as applicable, and is in lieu of the base cash retainer fee of $46,500.

  23. Non-Employee Director Compensation Policy

    | 24 | 2025 Proxy Statement | Docusign |

  24. Non-Employee Director Compensation - Fiscal 2025

    Non-Employee Director Compensation - Fiscal 2025 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, 2025.

  25. Non-Employee Director Compensation - Fiscal 2025

    | Name(1) | Fees Earned and Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | James Beer | 61,500 | 249,971 | 311,471 | | Teresa Briggs | 76,500 | 249,971 | 326,471 | | Cain A. Hayes | 57,900 | 249,971 | 307,871 | | Blake J. Irving | 75,000 | 249,971 | 324,971 | | Anna Marrs | 61,500 | 249,971 | 311,471 | | Enrique Salem | 61,500 | 249,971 | 311,471 | | Peter Solvik | 70,100 | 249,971 | 320,071 | | Daniel Springer(3) | 46,500 | 249,971 | 296,471 | | Maggie Wilderotter | 102,500 | 249,971 | 352,471 |

  26. Non-Employee Director Compensation - Fiscal 2025

    1.Mr. Thygesen did not receive any compensation for his service as a director. Please see the section below entitled “Executive Compensation Tables — 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 2025. 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, 2025, for the valuation assumptions and other related information. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. 3.Mr. Springer served as President and CEO until June 2022, and currently serves as a director whose term will expire at the 2025 Annual Meeting.

  27. Non-Employee Director Compensation - Fiscal 2025

    | Docusign | 2025 Proxy Statement | 25 |

  28. Non-Employee Director Compensation - Fiscal 2025

    The following table provides information regarding the number of shares subject to outstanding RSU and option awards held by each director as of January 31, 2025 and granted in accordance with our Non-Employee Director Compensation Policy described above, except as noted below.

  29. Non-Employee Director Compensation - Fiscal 2025

    | Name | Shares Subject to Outstanding RSU Awards | Shares Subject to Outstanding Options | | James Beer | 2,137 | — | | Teresa Briggs | 2,137 | — | | Cain A. Hayes | 2,137 | — | | Blake J. Irving | 2,137 | — | | Anna Marrs | 6,487 | — | | Enrique Salem | 2,137 | — | | Peter Solvik | 2,137 | — | | Daniel Springer(1) | 6,501 | — | | Maggie Wilderotter | 2,137 | 3,000 |

  30. Non-Employee Director Compensation - Fiscal 2025

    1.Mr. Springer served as President and CEO until June 2022, and currently serves as a director whose term will expire at the 2025 Annual Meeting. The number of Outstanding RSU Awards represents 2,137 in outstanding RSU awards for his service as a non-employee director during fiscal 2025, with the remainder representing outstanding RSU awards he was awarded during his service as President and CEO.

  31. Non-Employee Director Compensation - Fiscal 2025

    | 26 | 2025 Proxy Statement | Docusign |

  32. Executive Compensation Discussion and Analysis Contents

    | EXECUTIVE SUMMARY | 32 | | COMPENSATION PHILOSOPHY AND PRACTICES | 37 | | COMPENSATION ELEMENTS | 38 | | FISCAL 2025 EQUITY AWARDS | 44 | | ACHIEVEMENT OF PSU AWARDS | 47 | | COMPENSATION-SETTING PROCESS | 49 | | OTHER COMPENSATION POLICIES | 51 |

  33. Multi-Year Stockholder Engagement and Compensation Feedback

    | | Who we contacted | Who we engaged | What we heard | Actions and Responses | | Fall 2023 | ~55% of outstanding shares | ~25% of outstanding shares | Concerns with CEO Pay | •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. ◦Docusign did not reach the first threshold share price of $67.95 until November 27, 2024; this represented a 73.7% premium over the share price since Mr. Thygesen’s hire date in October 2022. •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. | | | | | Concerns with New Hire RSU Awards | 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 future sign-on equity awards to NEOs, with certain exceptions. | | | | | Concerns with Equity Mix; PSU Terms | •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 performance periods for our 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. | | Spring 2024 | ~55% of outstanding shares | ~30% of outstanding shares | Concerns with New Hire Awards that occurred in 2022-2023, but disclosed in 2024 due to proxy rules | •The Board made responsive commitments regarding new hire equity awards (described above) and upheld them when hiring the new CRO; •The Board determined that incremental changes were not supported by clear consensus among top stockholders. Further modifications to the PSU program, weighting or metrics would add complexity without enhancing incentive value, in particular considering: ◦Multiple major stockholders stated prior changes and commitments were responsive and adequate. ◦4 out of our top 5 stockholders (by ownership) voted “FOR” Say-on-Pay after Spring 2024 Engagement. | | Fall 2024 | ~55% of outstanding shares | ~18% of outstanding shares | Several top stockholders (by ownership) provided feedback that the changes made addressed concerns on executive compensation. | |

  34. Fiscal 2025 Compensation Program Summary

    | Named Executive Officer Severance Program | Restated our Executive Severance and Change in Control Agreements 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 below entitled “Employment Agreements and Potential Payments”. | | New Chief Revenue Officer - Paula Hansen | Ms. Hansen commenced service as our President and Chief Revenue Officer on August 5, 2024. The Committee determined compensation for Ms. Hansen based on the following considerations and taking into account the advice of the Committee’s independent compensation consultant, Compensia: •Intense competition for executive talent: The Committee noted that we actively compete with other companies in seeking to attract and retain a skilled executive management team, where there are a number of rapidly expanding technology companies intensely competing for highly qualified candidates. •Market data: The Committee considered and analyzed CRO compensation within our compensation peer group. •Target cash compensation: In setting target total cash compensation for Ms. Hansen, the Committee considered the market data, as well as Ms. Hansen’s depth of knowledge and unique ability to execute on our strategy given her prior experience and how her compensation would compare to our other executive officers’ compensation. •New hire cash bonus: The Committee set the value for Ms. Hansen’s new hire bonus in part to offset certain equity awards, commissions and a retention bonus that she forfeited from her former employer in order to join Docusign. In making this determination, the Committee noted that we actively compete with other companies in seeking to attract and retain a skilled executive management team, where there are a number of rapidly expanding technology companies intensely competing for highly qualified candidates. This signing bonus is subject to repayment in the event Ms. Hansen resigns without “Good Reason” or is terminated for “Cause” before the one-year anniversary of her employment start date. •Initial equity awards: The Committee set the target value of the initial equity awards for Ms. Hansen based on a review of competitive market data and the value of forgone equity compensation from her former employer. The Committee believed that the initial equity awards should align Ms. Hansen’s interests with those of our stockholders and be principally tied to long-term stockholder value creation. The Committee determined to award a portion of her initial equity awards as PSUs, in order to ensure her compensation incentives are consistent with other NEOs and to further align her compensation with long-term stockholder value. •Severance eligibility: Ms. Hansen’s eligibility for severance payments and benefits reflects the Company’s existing severance payments and benefits structure as further described in the section below entitled “Employment Agreements and Potential Payments”. |

  35. Fiscal 2025 Compensation Program Summary

    | Fiscal 2025 Base Salaries | •Maintained CEO base salary at same level as in fiscal 2024. •Adjusted base salaries of other NEOs, taking into account competitive market data and executive performance. | | Fiscal 2025 Semi-Annual Cash Incentive (CIP) | Target Bonuses: Maintained target bonus percentages for our NEOs, other than James Shaughnessy. Performance Goals and Achievement: •The payout for our NEOs in our CIP was 117.2% of target for the first half of the fiscal year. •The payout for our NEOs in our CIP was 118.4% of target for the second half of the fiscal year. For further information, see the section below entitled “— Compensation Elements — Annual Cash Incentives”. | | Fiscal 2025 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 2025 focal equity awards. •Granted our other NEOs a mix of 50% RSUs and 50% PSUs for fiscal 2025 focal equity awards. • PSUs: ◦Granted half of fiscal 2025 focal PSUs based on relative TSR over a three-year period and the NEO’s continued employment. ◦Granted half of fiscal 2025 focal PSUs based on financial performance (Subscription Revenue Growth and Free Cash Flow) achieved during fiscal 2025. Earned amounts vest over a period of three years. •RSUs: Granted fiscal 2025 focal RSUs vesting over four years based on continued employment. For further information, see the sections below entitled “— Fiscal 2025 Equity Awards” and “— Achievement of PSU Awards”. |

  36. Fiscal 2025 Compensation Program Summary

    | Performance Metrics | CIP(2) / PSU | Weight (%) | Rationale | | Non-GAAP Operating Income(1) | 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. |

  37. Fiscal 2025 Compensation Program Summary

    | Performance Metrics | CIP(2) / PSU | Weight (%) | Rationale | | 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. Aligns 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. Aligns executive compensation with relevant metrics beyond TSR. |

  38. Compensation Practices

    | What We Do | | What We Don’t Do | | | ü | Maintain a 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 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 | | |

  39. Principal Elements of Compensation; Fiscal 2025 Pay Mix

    Principal Elements of Compensation; Fiscal 2025 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 2025:

  40. Principal Elements of Compensation; Fiscal 2025 Pay Mix

    | | Pay Element | Metrics | Weight (%) | Rationale | | Base Salary | Cash | N/A | N/A | Provides a fixed and stable level of income for performance of day-to-day responsibilities | | Semi-Annual Cash Incentive(1)(2) | Performance-Based Cash Incentive | Non-GAAP Operating Income | 50% | Measure of operating profitability, excluding impacts from financing, capital expenditures and stock-based compensation. | | | | Net New Monthly Recurring Revenue (NNMRR)(3) | 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 | 25% | Primary external indicator of growth. | | Long-Term Equity Awards: RSUs | Time-Based RSUs | Value is Directly Tied to Stock Price Performance | N/A | Promotes long-term retention and establishes direct alignment of NEOs’ and stockholders’ interests | | Long-Term Equity Awards: PSUs | TSR PSUs | Stock Price Relative to Nasdaq Composite Index over three-year performance period | 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. | | | Financial PSUs | Subscription Revenue Growth | 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. Aligns executive compensation with relevant metrics beyond TSR. | | | | Free Cash Flow | 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. Aligns executive compensation with relevant metrics beyond TSR. |

  41. Annual Cash Incentives

    Annual Cash Incentives In addition to base salary, we provide our NEOs, other than Ms. Hansen, the opportunity to earn cash bonuses under our CIP. In fiscal 2025, Ms. Hansen was eligible to earn cash bonuses under a separate sales commission plan. See the section below entitled “— Executive Commission Sales Plan for Ms. Hansen” 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.

  42. Semi-Annual Payments Under the CIP were 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 25 1H 40% 2H 60% | FY 25 Revenue 25% NNMRR 25% non-GAAP Operating Income 50% | | | |

  43. Fiscal Year 2025 Company Incentive Plan Opportunities

    Fiscal Year 2025 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 June 2024, the Committee determined the fiscal 2025 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 2025 incentive targets for those NEOs who began service during fiscal 2025 in connection with their hiring.

  44. Fiscal Year 2025 Company Incentive Plan Opportunities

    | Executive | Fiscal 2024 Target Annual Incentive (% of base salary)* | Fiscal 2025 Target Annual Incentive (% of base salary) | | Allan Thygesen | 100 | 100 | | Blake Grayson | 100 | 100 | | Robert Chatwani | 100 | 100 | | Paula Hansen* | — | 100 | | James P. Shaughnessy(1) | 60 | 70 |

  45. Fiscal Year 2025 Company Incentive Plan Opportunities

    *Ms. Hansen was not employed by the Company in fiscal 2024 and therefore did not have a fiscal 2024 Target Annual Incentive. 1.Incentive target for Mr. Shaughnessy was increased from 60% to 70% to better align to the market.

  46. Fiscal Year 2025 Company Incentive Plan Opportunities

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  47. CIP Performance Metrics and Targets

    CIP Performance Metrics and Targets For fiscal 2025, 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. For weighting and rationales regarding the performance metrics, please see the section above entitled “—Principal Elements of Compensation; Fiscal 2025 Pay Mix”.

  48. CIP Performance Metrics and Targets

    | Performance Metric | Definition | | Revenue | GAAP revenue as reported in our audited financial statements | | 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 | | Non-GAAP 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, fair value adjustments to strategic investments, executive transition costs, lease-related impairment and lease-related charges, restructuring and other related charges, as these costs are not reflective of ongoing operations, and, as applicable, other special items. |

  49. CIP Fiscal 2025 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 102.7% in fiscal 2025, to the second half fiscal 2025 performance achievement metrics of 115.3%. This resulted in an overall funding percentage of 118.4% for our NEOs. See the section below entitled “— ESG Modifier” for more information.

  50. Fiscal 2025 Cash Incentive Payments

    Fiscal 2025 Cash Incentive Payments These funding percentages resulted in the payments under the CIP:

  51. Fiscal 2025 Cash Incentive Payments

    | First Half Fiscal 2025 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Funding (1) (%) | First Half Payout (2) ($) | | Allan Thygesen | 1,000,000 | 100 | 40 | 117.2 | 468,800 | | Blake Grayson | 525,000 | 100 | 40 | 117.2 | 240,324 | | Robert Chatwani | 550,000 | 100 | 40 | 117.2 | 252,044 | | James P. Shaughnessy | 525,000 | 70 | 40 | 117.2 | 160,113 |

  52. Fiscal 2025 Cash Incentive Payments

    1.Funding percentages for the first half payout reflect Company performance only, excluding the ESG Modifier, which is only applied to the second half payment. 2.Payouts reflect base salary adjustments for Mr. Grayson and Mr. Chatwani and bonus target adjustment for Mr. Shaughnessy during the performance period.

  53. Fiscal 2025 Cash Incentive Payments

    | Second Half and Full Fiscal 2025 | Base Salary ($) | Incentive Target (%) | Weighting (%) | Funding (%) | Second Half Payout(1) ($) | Full Year Payout ($)(2) | | Allan Thygesen | 1,000,000 | 100 | 60 | 118.4 | 710,400 | 1,179,200 | | Blake Grayson | 525,000 | 100 | 60 | 118.4 | 372,960 | 613,284 | | Robert Chatwani | 550,000 | 100 | 60 | 118.4 | 390,720 | 642,764 | | James P. Shaughnessy | 525,000 | 70 | 60 | 118.4 | 261,072 | 421,185 |

  54. Fiscal 2025 Cash Incentive Payments

    1.The second half payout takes into account the Company’s performance results (115.3% in fiscal 2025) and the Company’s ESG Modifier (102.7% in fiscal 2025), resulting in an overall funding percentage of 118.4% for our NEOs. 2.The full year payout reflects a combined total payout percentage for fiscal 2025 of 117.9%.

  55. Fiscal 2025 Cash Incentive Payments

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  56. Executive Commission Sales Plan for Ms. Hansen

    | | | Full Year Fiscal 2025 | | | | | | | | Weight | Actual(4) | Target(4) | Overall Funding (as a % of Target) | Quarterly Payout ($) | | Paula Hansen(1) | Q3 GNMRR(2) | 55% | — | — | 192% | 213,198 | | | Q3 Retention | 25% | 28.4M | 27.9M | 112% | | | | Q3 non-GAAP Operating Income(3) | 20% | 662.3M | 633.6M | 107% | | | | Q4 GNMRR(2) | 55% | — | — | 250% | 235,886(4) | | | Q4 Retention | 25% | 35.6M | 34.8M | 117% | | | | Q4 non-GAAP Operating Income(3) | 20% | 886.0M | 854.4M | 106% | |

  57. New Hire Bonuses

    New Hire Bonuses Ms. Hansen received a signing bonus of $4,000,000. The Committee set the value for Ms. Hansen’s new hire bonus in part to offset certain equity awards, commissions and a retention bonus that she forfeited from her former employer in order to join Docusign. In making this determination, the Committee noted that we actively compete with other companies in seeking to attract and retain a skilled executive management team, where there are a number of rapidly expanding technology companies intensely competing for highly qualified candidates. This signing bonus is subject to repayment in the event Ms. Hansen resigns without “Good Reason” or is terminated for “Cause” before the one-year anniversary of her employment start date.

  58. 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 a three-year performance period; and •Financial PSUs, which generally are earned based on our Subscription Revenue Growth and Free Cash Flow achieved during fiscal 2025 and subject to time-based vesting through an additional two-year period.

  59. Long-Term Equity Incentives

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  60. Long-Term Equity Incentives

    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.

  61. Fiscal 2025 Equity Awards

    Fiscal 2025 Equity Awards In fiscal 2025, the Committee maintained (i) a mix of 50% RSUs and 50% PSUs for yearly focal equity awards made to our NEOs (other than our CEO) and (ii) a mix of 40% RSUs and 60% PSUs for yearly focal equity awards made to our CEO, in order to 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 fiscal 2025 TSR PSUs and Financial PSUs are described below.

  62. Fiscal 2025 Equity Awards

    | FY25 PSUs | Weighting | Measurement Period | Vesting | Rationale | | TSR | 50% | 3 years; June 2024 to June 2027 | Cliff vest upon certification | 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 | 25% | FY25 | 1/3 of any achieved portion vests in June 2025; remainder vests quarterly thereafter for 2 years | Primary external indicator of our success in retaining customers in the current year that also represents potential revenue and customer relationships for future years. Aligns executive compensation with relevant metrics beyond TSR. | | Free Cash Flow | 25% | FY25 | 1/3 of any achieved portion vests in June 2025; remainder vests quarterly thereafter for 2 years | Provides a measure of liquidity and shows 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. Aligns executive compensation with relevant metrics beyond TSR. |

  63. Fiscal 2025 Equity Awards

    In arriving at the target equity values to award to our NEOs for fiscal 2025, the Committee considered our performance in fiscal 2024, 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). The size of the initial RSU and PSU awards for Ms. Hansen, our newly hired President and Chief Revenue Officer in fiscal 2025, were determined taking into account the advice of the Committee’s independent compensation consultant, Compensia, and were considered necessary, given a review of competitive market data and forgone compensation from her former employer, and the intense competition for executive talent in our industry, to incentivize Ms. Hansen to take this position. Ms. Hansen’s PSUs align with the PSUs granted to the Company’s executive team as part of the Company’s fiscal 2025 executive compensation program. Given the relative size of Ms. Hansen’s new hire RSUs and PSUs and her date of hire, Ms. Hansen did not receive any additional grants in fiscal 2025.

  64. Fiscal 2025 Equity Awards

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  65. Fiscal 2025 Equity Awards

    After reviewing these factors, the Committee approved the equity awards listed below for our NEOs for fiscal 2025:

  66. Fiscal 2025 Equity Awards

    | | Target RSU Award (New Hire)(1) ($) | Target PSU Award (New Hire)(1) ($) | Target RSU Award (Focal)(1)(2) ($) | Target PSU Award (Focal)(1)(3) ($) | Total Target Equity Compensation ($) | | Allan Thygesen | — | — | 9,200,000 | 13,800,000 | 23,000,000 | | Blake Grayson | — | — | 4,500,000 | 4,500,000 | 9,000,000 | | Robert Chatwani | — | — | 3,000,000 | 3,000,000 | 6,000,000 | | Paula Hansen‡(4) | 13,500,000 | 13,500,000 | — | — | 27,000,000 | | James P. Shaughnessy | — | — | 2,962,500 | 2,962,500 | 5,925,000 |

  67. Fiscal 2025 Equity Awards

    ‡ NEO began employment with the Company during fiscal 2025. 1.The number of shares of our common stock subject to these awards was determined by dividing the target amount of PSU and RSU awards by the average closing market price of our common stock over the 10 trading days prior to the grant date. 2.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 under the sections below entitled “— Fiscal 2025 TSR PSU Awards” and “— Fiscal 2025 Financial PSU Awards”. 4.Represents (i) an RSU award of $13,500,000, which vests over four years, with 25% vesting on the first annual anniversary of the vesting commencement date and the balance in equal quarterly installments during the following three years; and (ii) a PSU award of $13,500,000, in which 50% of the PSUs vesting subject to the level of achievement of the Company’s TSR measured against the Nasdaq Composite Index over an approximate three-year period and 50% of the PSUs vesting subject to the level of achievement of certain Company financial goals (Subscription Revenue growth and Free Cash Flow) during the fiscal year ending January 31, 2025, with 1/3 of any achieved portion of the financial PSUs vesting in June 2025, with the remaining 2/3 vesting quarterly thereafter for two years.

  68. Fiscal 2025 TSR PSU Awards (Granted in June 2024)

    Fiscal 2025 TSR PSU Awards (Granted in June 2024) During fiscal 2025, 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 2025 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. 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.

  69. Fiscal 2025 TSR PSU Awards (Granted in June 2024)

    | 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 |

  70. Fiscal 2025 TSR PSU Awards (Granted in June 2024)

    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.

  71. Fiscal 2025 TSR PSU Awards (Granted in June 2024)

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  72. Fiscal 2025 TSR PSU Awards (Granted in June 2024)

    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 below entitled “Employment Agreements and Potential Payments — Potential Payments Upon a Termination or a Change in Control.”

  73. Fiscal 2025 Financial PSU Awards (Granted in June 2024)

    Fiscal 2025 Financial PSU Awards (Granted in June 2024) During fiscal 2025, 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, 2024 and ending January 31, 2025. 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. Subscription revenue growth in a given year measures both year-one success and represents continued revenue and customer relationships for future periods. 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 year-over-year in our subscription revenue compared to targets and (b) our free cash flow for the year ending January 31, 2025 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 in June 2025 and then in eight equal quarterly installments, subject to the executive’s continued service.

  74. Fiscal 2025 Financial PSU Awards (Granted in June 2024)

    | Subscription Revenue Growth Performance Table1 | | | | | Revenue Growth (% Year over Year) | Performance Multiplier (as a % of Revenue Growth Metric Target PSUs) | | Maximum | 15.0 | 200 | | Target | 8.1 | 100 | | Threshold | 6.0 | 50 | | Below Threshold | < 6.0 | 0 |

  75. Fiscal 2025 Financial PSU Awards (Granted in June 2024)

    | Free Cash Flow Performance Table1 | | | | | | Free Cash Flow ($M) | As a % of Target Free Cash Flow | Performance Multiplier (as a % of Free Cash Flow Metric Target PSUs) | | Maximum | 1,120.0 | 140 | 200 | | Target | 800.0 | 100 | 100 | | Threshold | 680.0 | 85 | 50 | | Below Threshold | < 680.0 | < 85 | 0 |

  76. Fiscal 2025 Financial PSU Awards (Granted in June 2024)

    1.Targets for PSU Subscription Revenue Growth and Free Cash Flow metrics are based on the annual operating plan approved by the Board; PSU targets are reviewed and approved by the Compensation Committee. Our Committee has measured and certified the achievement of the Financial PSUs. See the section below entitled “Achievement of PSU Awards” 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 below entitled “Employment Agreements and Potential Payments — Potential Payments Upon a Termination or a Change in Control.”

  77. Fiscal 2025 Financial PSU Awards (Granted in June 2024)

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  78. Achievement of PSU Awards

    Achievement of PSU Awards The following table and footnotes summarize PSU awards that were eligible to be achieved during fiscal 2025 or remained subject to ongoing performance during fiscal 2025. For our CEO’s SVC PSU Award, please see the section below entitled “— CEO SVC PSU Award.”

  79. Achievement of PSU Awards

    | Historical PSU Achievement | | | | PSU Awards | Performance Period | Achievement (%) | | Fiscal 2023 TSR PSUs(1) | 3 tranches (final tranche ending October 2025) | Tranche 3 - Ongoing Tranche 2 - 0% Tranche 1 - 0% | | Fiscal 2024 TSR PSUs(2) | 3 years (ending June 2026) | Ongoing | | Fiscal 2024 Financial PSUs(3) | 1 year (ended January 2024) | 200% for Free Cash Flow 73.5% for Subscription Revenue Growth | | Fiscal 2025 TSR PSUs(4) | 3 years (ending June 2027) | Ongoing | | Fiscal 2025 Financial PSUs(5) | 1 year (ending January 2025) | 137.5% for Free Cash Flow 97.2% for Subscription Revenue Growth |

  80. Achievement of PSU Awards

    1.Fiscal 2023 TSR PSUs were granted in October 2022 to Mr. Thygesen. 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 second tranche ending October 10, 2024 was -6.9%, and as a result, the second tranche of the fiscal 2023 TSR PSUs was achieved at 0% of target, resulting in no PSU shares being achieved or vested. The third tranche of the fiscal 2023 TSR PSUs will not be determinable until October 2025. No other current NEOs hold Fiscal 2023 TSR PSUs. 2.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. 3.The Committee determined that the fiscal 2024 Financial PSUs were achieved at 98% of target for a 73.5% payout, with respect to the subscription revenue growth metric, and 173% of target for a 200% payout, with respect to free cash flow metric. The achieved shares 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:

  81. 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(a) | — | — | — | | Robert Chatwani | 6,429 | 17,496 | 23,925 | | Paula Hansen(b) | — | — | — | | James P. Shaughnessy | 6,429 | 17,496 | 23,925 |

  82. Achievement of PSU Awards

    a.Mr. Grayson commenced employment in June 2023 and did not receive fiscal 2024 Financial PSU awards. b.Ms. Hansen commenced employment in August 2024 and did not receive fiscal 2024 Financial PSU awards. 4.Fiscal 2025 TSR PSUs have a three-year performance period (ending June 2027). Final performance will not be determinable until the end of the three-year performance period.

  83. Achievement of PSU Awards

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  84. Achievement of PSU Awards

    5.The Committee determined that the fiscal 2025 Financial PSUs were achieved at 98.6% of target for a 97.2% payout, with respect to the subscription revenue growth metric, and 115% of target for a 137.5% payout, with respect to free cash flow metric. The achieved shares 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 2025 Financial PSUs that were achieved and eligible to vest for each of our NEOs are set forth in the table below:

  85. Achievement of PSU Awards

    | | Fiscal 2025 Financial PSUs Achieved & Eligible to Vest | | | | Name | Subscription Revenue Growth PSUs | Free Cash Flow PSUs | Total PSUs | | Allan Thygesen | 61,036 | 86,343 | 147,379 | | Blake Grayson | 19,902 | 28,154 | 48,056 | | Robert Chatwani | 13,268 | 18,770 | 32,038 | | Paula Hansen | 62,130 | 87,890 | 150,020 | | James P. Shaughnessy | 13,102 | 18,535 | 31,637 |

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

    CEO SVC PSU Award (Granted in October 2022) We granted Mr. Thygesen PSUs subject to substantial stock price appreciation (the “SVC PSUs”) in connection with his hiring as our CEO. The SVC PSU award was designed to drive value creation over the long term by encouraging leadership continuity and motivating Mr. Thygesen with equity that rewards him for providing sustained, meaningful increases in stockholder value over a performance period of up to seven years. The $67.95 share price target of the first tranche of the SVC award has been achieved, based on the average of our closing price as reported on the NASDAQ Global Select Market over the ninety (90) consecutive calendar day period ending on November 27, 2024. As a result, the first tranche, comprised of 303,901 PSUs became eligible to vest, with 50% vesting upon the certification of achievement on December 10, 2024 and 50% vesting upon the two year anniversary of achievement. A comparison of Docusign’s stock price (from the period of Mr. Thygesen’s hire as CEO on October 9, 2022 and the achievement of the first share price target of the SVC PSU award on November 27, 2024) against the S&P 500 market index is reflected below: 1.Mr. Thygesen presided over a 73.7% increase to Docusign shareholder value between his hire as CEO in October 2022 and achievement of the first share price target of the SVC PSU award in November 2024.

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

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

    The remaining five tranches comprise 1,878,155 PSUs in the aggregate, and have not yet been achieved, earned or vested. Both the five-year and the seven-year performance periods applicable to the SVC PSUs remain ongoing, and tranches two through six may be earned before the end of the applicable performance periods. Furthermore, 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. For additional information regarding Mr. Thygesen’s SVC PSUs, see the section below entitled “Employment Agreements and Potential Payments — Employment Contracts and Agreements — Current NEO Agreements”.

  89. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We generally grant equity awards on an annual basis, and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. As discussed above, currently, we primarily grant RSUs and PSUs and generally do not grant stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, our Compensation Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee adopts an annual budget for the grant of equity awards. No additional, discretionary equity awards were made to our Named Executive Officers in fiscal 2025.

  90. 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 2025, the Committee engaged Compensia as its independent compensation consultant. During fiscal 2025, 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 executive officers, including our NEOs (annually) and non-employee directors (biennially); •Provide input on the design of our annual cash incentive plan and PSU program;

  91. The Role of Our Compensation Consultant

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  92. The Role of Our Compensation Consultant

    •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.

  93. Fiscal 2025 Compensation Peer Group

    Fiscal 2025 Compensation Peer Group In setting NEO compensation for fiscal 2025, 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 10% or more) and a market-capitalization-to-revenue multiple of 3x or more. In November 2023, the Committee reviewed the compensation peer group that would be used for fiscal 2025 compensation decision making. In assessing each of the companies against the selection criteria, the Committee elected to exclude Shopify and Workday due to their relatively high market capitalization at the time, and Qualtrics due to its June 2023 acquisition. As a result, the Committee approved the following compensation peer group that was used for reference in making compensation decisions during fiscal 2025:

  94. Fiscal 2025 Compensation Peer Group

    | Fiscal 2025 Peer Group | | | | | Autodesk | Informatica | Splunk | Veeva Systems | | CoStar Group | Nutanix | The Trade Desk | Zoom Video Communications | | Crowdstrike Holdings | Okta | Toast | | | Dropbox | Paycom Software | Twilio | | | HubSpot | RingCentral | Unity Software | |

  95. Fiscal 2025 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.

  96. Fiscal 2025 Compensation Peer Group

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  97. 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. 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. See the section below 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. In January 2025, we restated our non-CEO severance and change in control agreements to reinstate the terms of prior agreements that had expired on December 31, 2024.

  98. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation 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 Compensation 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 Compensation 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 Compensation 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.

  99. 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, 2025, 2024 and 2023.

  100. 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 (5) President, Chief Executive Officer | 2025 | 1,000,000 | — | 23,832,113 | 1,179,200 | 28,266 | 26,039,579 | | | 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 | | Blake Grayson (6) Executive Vice President, Chief Financial Officer | 2025 | 519,231 | — | 8,947,002 | 613,284 | 35,504 | 10,115,021 | | | 2024 | 319,231 | 1,000,000 | 34,307,223 | 304,652 | 23,731 | 35,954,837 | | | 2023 | — | — | — | — | — | — | | Robert Chatwani (7) President, General Manager, Growth | 2025 | 544,231 | — | 6,140,819 | 642,764 | 35,502 | 7,363,316 | | | 2024 | 490,154 | 1,000,000 | 27,976,922 | 445,607 | 32,074 | 29,944,757 | | | 2023 | — | — | — | — | — | — | | Paula Hansen (8) President, Chief Revenue Officer | 2025 | $264,423 | 4,000,000 | 28,894,518 | 449,084 | 13,552 | 33,621,577 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | James P. Shaughnessy (9) Chief Legal Officer | 2025 | 525,000 | — | 6,064,015 | 421,185 | 25,997 | 7,036,197 | | | 2024 | 521,539 | — | 4,126,667 | 281,187 | 26,075 | 4,955,468 | | | 2023 | 321,692 | — | 13,203,371 | 135,624 | 7,062 | 13,667,749 |

  101. Summary Compensation Table

    1.For NEOs who were hired in fiscal 2025, 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 from February - April 2024, and $525,000 thereafter; Mr. Chatwani: $525,000 from February-April 2024, and $550,000 thereafter; Ms. Hansen: $550,000; and Mr. Shaughnessy: $525,000. No change was made to Mr. Thygesen’s salary for fiscal 2025. 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 2023–fiscal 2025 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 2025 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 2025 would increase as follows: Mr. Thygesen from $6,623,617 to $13,247,233; Mr. Grayson from $2,110,666 to $4,221,332; Mr. Chatwani from $1,439,907 to $2,879,815; Ms. Hansen from $6,714,157 to $13,428,314; and Mr. Shaughnessy from $1,421,870 to $2,843,741. 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, 2025. 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.

  102. Summary Compensation Table

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  103. Summary Compensation Table

    3.The amounts shown represent the performance bonus earned for the respective fiscal year pursuant to the CIP, except that the amount for Ms. Hansen represents the sales commission earned with respect to fiscal 2025. See the section above entitled “Executive Compensation Discussion and Analysis — Compensation Elements — Fiscal 2025 Cash Incentive Payments” for further discussion of the performance bonuses and commission payments for fiscal 2025. 4.The amount shown represents Company contributions to our 401(k) plan, commuter reimbursements, and life insurance premiums paid by us on behalf of each NEO. 5.For Mr. Thygesen, 2025 All Other Compensation includes $11,539 of Company contributions to our 401(k) plan. 6.For Mr. Grayson, 2025 All Other Compensation includes $10,408 of Company contributions to our 401(k) plan. 7.For Mr. Chatwani, 2025 All Other Compensation includes $10,408 of Company contributions to our 401(k) plan. 8.For Ms. Hansen, (i) the amount in the Bonus column represents her signing bonus and (ii) 2025 All Other Compensation includes $1,269 of Company contributions to our 401(k) plan. See the section above entitled “Executive Compensation Discussion and Analysis — Compensation Elements — New Hire Bonuses” for additional information on Ms. Hansen’s signing bonus. 9.For Mr. Shaughnessy, 2025 All Other Compensation includes $9,340 of Company contributions to our 401(k) plan.

  104. Summary Compensation Table

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  105. 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, 2025.

  106. 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 | 7/9/24 | | | | | | | 167,455 | 8,831,577 | | | PSUs | 7/9/24 | | | | 62,796 | 125,591 | 251,182 | | 8,376,920 | | | PSUs | 7/9/24 | | | | 31,398 | 62,795 | 125,590 | | 3,311,808 | | | PSUs | 7/9/24 | | | | 31,398 | 62,795 | 125,590 | | 3,311,808 | | Blake Grayson | Cash | | 228,824 | 520,055 | 844,569 | | | | | | | | RSUs | 7/9/24 | | | | | | | 81,907 | 4,221,487 | | | PSUs | 7/9/24 | | | | 20,477 | 40,953 | 81,906 | | 2,614,849 | | | PSUs | 7/9/24 | | | | 10,238 | 20,476 | 40,952 | | 1,055,333 | | | PSUs | 7/9/24 | | | | 10,238 | 20,476 | 40,952 | | 1,055,333 | | Robert Chatwani | Cash | | 239,824 | 545,055 | 885,169 | | | | | | | | RSUs | 7/9/24 | | | | | | | 54,605 | 2,879,868 | | | PSUs | 7/9/24 | | | | 13,651 | 27,302 | 54,604 | | 1,821,043 | | | PSUs | 7/9/24 | | | | 6,826 | 13,651 | 27,302 | | 719,954 | | | PSUs | 7/9/24 | | | | 6,826 | 13,651 | 27,302 | | 719,954 | | Paula Hansen | Cash | | 121,275 | 275,000 | 646,414 | | | | | | | | RSUs | 8/9/24 | | | | | | | 255,681 | 13,428,366 | | | PSUs | 8/9/24 | | | | 63,921 | 127,841 | 255,682 | | 8,751,995 | | | PSUs | 8/9/24 | | | | 31,960 | 63,920 | 127,840 | | 3,357,078 | | | PSUs | 8/9/24 | | | | 31,960 | 63,920 | 127,840 | | 3,357,078 | | James P. Shaughnessy | Cash | | 157,131 | 357,115 | 579,955 | | | | | | | | RSUs | 7/9/24 | | | | | | | 53,922 | 2,843,846 | | | PSUs | 7/9/24 | | | | 13,481 | 26,961 | 53,922 | | 1,798,299 | | | PSUs | 7/9/24 | | | | 6,740 | 13,480 | 26,960 | | 710,935 | | | PSUs | 7/9/24 | | | | 6,740 | 13,480 | 26,960 | | 710,935 |

  107. Grants of Plan Based Awards

    1.Represents the range of possible payouts to our NEOs under the fiscal 2025 CIP or, for Ms. Hansen, under Ms. Hansen’s sales commission plan. 2.Represents the range of possible PSU awards under the 2018 Equity Incentive Plan (the “2018 Plan”) described in the section above entitled “Executive Compensation Discussion and Analysis — Fiscal 2025 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.

  108. Grants of Plan Based Awards

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  109. 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, 2025.

  110. 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) | 80,481 | 7,784,927 | — | — | | | 7/7/2023 (5) | 87,489 | 8,462,811 | — | — | | | 7/9/2024 (6) | 146,524 | 14,173,267 | — | — | | | 10/14/2022 (7) | — | — | 61,319 | 5,931,387 | | | 10/14/2022 (8) | 151,951 | $14,698,220 | 1,878,155 | 181,673,933 | | | 7/7/2023 (9) | — | — | 104,986 | 10,155,296 | | | 7/7/2023 (10) | 19,291 | 1,866,018 | — | — | | | 7/7/2023 (11) | 52,498 | 5,078,132 | — | — | | | 7/9/2024 (12) | — | — | 125,591 | 12,148,417 | | | 7/9/2024 (13) | 61,036 | 5,904,012 | — | — | | | 7/9/2024 (14) | 86,343 | 8,351,958 | — | — | | Blake Grayson | 6/9/2023 (15) | 231,412 | 22,384,483 | — | — | | | 6/9/2023 (16) | 46,283 | 4,476,955 | — | — | | | 7/9/2024 (6) | 71,669 | 6,932,542 | — | — | | | 7/9/2024 (12) | — | — | 40,953 | 3,961,384 | | | 7/9/2024 (13) | 19,902 | 1,925,120 | — | — | | | 7/9/2024 (14) | 28,154 | 2,723,336 | — | — |

  111. Outstanding Equity Awards at Fiscal Year End

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  112. 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 | | | | | | Robert Chatwani | 3/9/2023 (17) | 180,058 | 17,417,010 | — | — | | | 3/9/2023 (18) | 10,004 | 967,687 | — | — | | | 7/7/2023 (9) | — | — | 17,497 | 1,692,485 | | | 7/7/2023 (10) | 3,214 | 310,890 | — | — | | | 7/7/2023 (11) | 8,750 | 846,388 | — | — | | | 7/9/2024 (6) | 47,780 | 4,621,759 | — | — | | | 7/9/2024 (12) | — | — | 27,302 | 2,640,922 | | | 7/9/2024 (13) | 13,268 | 1,283,414 | — | — | | | 7/9/2024 (14) | 18,770 | 1,815,622 | — | — | | Paula Hansen | 8/9/2024 (19) | 255,681 | 24,732,023 | — | — | | | 8/9/2024 (12) | — | — | 127,841 | 12,366,060 | | | 8/9/2024 (13) | 62,130 | 6,009,835 | — | — | | | 8/9/2024 (14) | 87,890 | 8,501,600 | — | — | | James P. Shaughnessy | 6/10/2022 (20) | 26,348 | 2,548,642 | — | — | | | 7/25/2022 (21) | 17,590 | 1,701,481 | — | — | | | 7/7/2023 (5) | 21,872 | 2,115,679 | — | — | | | 7/7/2023 (9) | — | — | 17,497 | 1,692,485 | | | 7/7/2023 (10) | 3,214 | 310,890 | — | — | | | 7/7/2023 (11) | 8,750 | 846,388 | — | — | | | 7/9/2024 (6) | 47,182 | 4,563,915 | — | — | | | 7/9/2024 (12) | — | — | 26,961 | 2,607,938 | | | 7/9/2024 (13) | 13,102 | 1,267,356 | — | — | | | 7/9/2024 (14) | 18,535 | 1,792,891 | — | — |

  113. 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 below 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, 2025, based on the closing price of our common stock of $96.73 on January 31, 2025.

  114. Outstanding Equity Awards at Fiscal Year End

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  115. Outstanding Equity Awards at Fiscal Year End

    3.Represents the market value of the shares underlying the number of unvested PSUs as of January 31, 2025, based on the closing price of our common stock of $96.73 on January 31, 2025. 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.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on May 10, 2024, subject to continuous service. 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 and second tranches, ending October 10, 2023 and October 10, 2024, were not achieved, resulting in no PSU shares being achieved or vested. Mr. Thygesen is eligible for any shares that may be earned with respect to the third tranche of such award as described in the section above entitled “Executive Compensation Discussion and Analysis — Achievement of PSU Awards.” 8.Represents shares issuable on settlement of SVC PSUs. Each PSU represents a contingent right to receive one share of our common stock. The first tranche of the SVC PSU comprised of 303,901 PSUs has been achieved, with 50% vesting upon the certification of achievement on December 10, 2024 and 50% vesting upon the two year anniversary of achievement. Earned PSUs are based on achievement of certain stock price targets set by our Compensation Committee as described in the section above entitled “Executive Compensation Discussion and Analysis — Achievement of PSU Awards — CEO SVC PSU Award.” Unearned PSUs are based on assumed target level achievement. 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 in the section above entitled “Executive Compensation Discussion and Analysis — Achievement of PSU Awards.” Unearned PSUs are based on assumed target level achievement. 10.The performance period for this Subscription Revenue Growth (SRG) PSU award ended as of January 31, 2024. Represents the number of shares achieved as of January 31, 2024, 1/3 of which vested in June 2024, with the balance vesting 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 Compensation Committee as described in the section above entitled “Executive Compensation Discussion and Analysis — Achievement of PSU Awards.” 11.The performance period for this Free Cash Flow (FCF) PSU award ended as of January 31, 2024. Represents the number of shares achieved as of January 31, 2024, 1/3 of which vested in June 2024, with the balance vesting 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 Compensation Committee as described in the section above entitled “Executive Compensation Discussion and Analysis — Achievement of PSU Awards.” 12.Represents shares issuable on settlement of fiscal 2025 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 in the section above entitled “Executive Compensation Discussion and Analysis — Fiscal 2025 Equity Awards and — Achievement of PSU Awards.” 13.The performance period for this SRG PSU award ended as of January 31, 2025. Represents the number of shares achieved as of January 31, 2025, 1/3 of which will vest in June 2025, 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 Compensation Committee as described in the section above entitled “Executive Compensation Discussion and Analysis — Fiscal 2025 Equity Awards and — Achievement of PSU Awards.” 14.The performance period for this FCF PSU award ended as of January 31, 2025. Represents the number of shares achieved as of January 31, 2025, 1/3 of which will vest in June 2025, 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 Compensation Committee as described in the section above entitled “Executive Compensation Discussion and Analysis — Fiscal 2025 Equity Awards and — Achievement of PSU Awards.” 15.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on June 10, 2023, subject to continuous service. 16.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. 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 May 10, 2023, subject to continuous service. 19.Twenty-five percent of the shares subject to the RSUs will vest on August 10, 2025, and the balance of shares shall vest in twelve equal quarterly installments over three years, subject to continuous service. 20.Thirty-five percent of the shares subject to the RSUs vested on June 10, 2023, thirty-five percent in four quarterly increments after year 1, fifteen percent in four quarterly increments after year 2, and fifteen percent in four quarterly increments after year 3, subject to continuous service. 21.The shares underlying the RSUs vest in sixteen equal quarterly installments beginning on July 10, 2022, subject to continuous service.

  116. Outstanding Equity Awards at Fiscal Year End

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  117. Fiscal 2025 Stock Option Exercises and Stock Vested

    Fiscal 2025 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, 2025. There were no option awards exercised by our NEOs during the fiscal year ended January 31, 2025.

  118. Fiscal 2025 Stock Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Allan Thygesen | 325,645 | 25,430,469 | | Blake Grayson | 287,931 | 17,332,357 | | Robert Chatwani | 198,842 | 12,455,763 | | Paula Hansen | — | — | | James P. Shaughnessy | 68,451 | 4,317,031 |

  119. Fiscal 2025 Stock Option Exercises and Stock Vested

    1.Represents the total number of shares of our common stock issuable upon settlement of vested RSUs and PSUs during the year ended January 31, 2025. 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, 2025. 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.

  120. Fiscal 2025 Stock Option Exercises and Stock Vested

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  121. 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 (“Severance 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 Compensation 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. On January 15, 2025, the Compensation Committee approved the amendment and restatement of the Company’s existing Severance Agreements to reinstate certain terms of the agreements that had expired on December 31, 2024. The key severance and change in controls terms of the 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.

  122. 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 2025 was $26,039,579. Our median employee’s annual total compensation for fiscal 2025 was $222,236, resulting in a CEO pay ratio of 117:1. 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, 2025, the last day of our fiscal year, consistent with SEC rules. As of January 31, 2025, our employee population consisted of 6,838 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, 2024 through January 31, 2025 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, 2025. 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.

  123. CEO Pay Ratio Disclosure

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  124. 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, 2025, 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, see the section above entitled “Executive Compensation Discussion and Analysis.”

  125. 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) | | 2025 | $26,039,579 | $144,334,935 | — | — | — | — | $14,534,028 | $32,744,932 | $123 | $280 | $1,067.9 | $2,976.7 | | 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 |

  126. CEO Pay Ratio Disclosure

    1.Mr. Thygesen was the sole PEO during fiscal 2025 and 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:

  127. CEO Pay Ratio Disclosure

    | PEO (current) | | | Prior FYE Current FYE Fiscal Year | 1/31/2024 1/31/2025 2025 | | Summary Compensation Table Total | $26,039,579 | | - 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 | $(23,832,113) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $47,538,012 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $86,865,149 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,380,413 | | + Change in Fair Value at Vesting of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $6,343,896 | | - 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 | $144,334,935 |

  128. CEO Pay Ratio Disclosure

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  129. CEO Pay Ratio Disclosure

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

  130. CEO Pay Ratio Disclosure

    | Fiscal Year | Non-PEO NEOs | | 2025 | Blake Grayson, Robert Chatwani, Paula Hansen, and James Shaughnessy | | 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 |

  131. 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:

  132. CEO Pay Ratio Disclosure

    | Non-PEO NEOs | | | Prior FYE Current FYE Fiscal Year | 1/31/2024 1/31/2025 2025 | | Summary Compensation Table Total | $14,534,028 | | - 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 | $(12,511,589) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $25,026,962 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $5,372,816 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $392,455 | | + 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 | $(69,741) | | - 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 | $32,744,932 |

  133. 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, 2024, and 2025 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, 2025 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.

  134. CEO Pay Ratio Disclosure

    | Docusign | 2025 Proxy Statement | 73 |

  135. Pay versus Performance Analysis

    Pay versus Performance Analysis In this section, we provide a graphic analysis showing, for the past four 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 Executive Compensation Discussion and Analysis section, 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 see the section above entitled “Executive Compensation Discussion and Analysis” for more information about our executive compensation program. 1.Compensation Actually Paid versus Revenue

  136. Pay versus Performance Analysis

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  137. 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

  138. Pay versus Performance Analysis

    | Docusign | 2025 Proxy Statement | 75 |

  139. 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 four directors in the class whose term of office expires in 2025, including Mr. Springer who is not a nominee for election at the Annual Meeting. The other three Class I directors are eligible for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2028 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.

  140. Advanced Notice Requirements for Stockholder Proposals and Director Nominees pursuant to our Bylaws

    Advanced Notice Requirements for Stockholder Proposals and Director Nominees pursuant to our Bylaws Pursuant to our Amended and Restated Bylaws (the “Bylaws”), if you wish to submit a proposal (including a director nomination) for next year’s annual meeting of stockholders, you must do so no later than 5:00 p.m. Eastern Time on February 28, 2026 and no earlier than 5:00 p.m. Eastern Time on January 29, 2026; 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, 2026, 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.

  141. Advanced Notice Requirements for Stockholder Proposals and Director Nominees pursuant to our Bylaws

    | 88 | 2025 Proxy Statement | Docusign |