DEF 14A of Docusign, Inc.
Filed Apr 16, 2026 · FY20260001261333-26-000043
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Remaining Concerns | Our Response | | CEO Compensation levels: Magnitude of pay | Action: Maintained CEO total target compensation for FY26 at the same levels as the prior year. | | Financial PSUs: 1 year performance periods | Action: Incorporated multi-year performance conditions into our financial PSUs (2 years for FY26). Commitment: For FY27, commitment to include 3-year performance condition. | | TSR PSUs: Targeted median performance | Action: Increased target to the 55th percentile target for TSR-based PSUs. | | Annual Cash Incentive Program: Limited transparency on metrics | Action: Disclosed completed performance year’s thresholds and maximums starting with this proxy (excluding Net ACV due to competitive sensitivity). |
James Beer
| Remaining Concerns | Our Response 1 | | CEO Compensation levels: Magnitude of pay | Action: Maintained CEO total target compensation for FY26 at the same levels as the prior year. | | Financial PSUs: 1 year performance periods | Action: Incorporated multi-year performance conditions into our financial PSUs (2 years for FY26). Commitment: For FY27, commitment to include 3-year performance condition. | | Financial PSUs: Additional transparency on metrics | Action: Disclosed achievement (previously already included target and attainment %) starting with this proxy. | | TSR PSUs: Targeted median performance | Action: Increased target to the 55th percentile target for TSR-based PSUs. | | Annual Cash Incentive Program: Limited transparency on metrics | Action: Disclosed completed performance year’s thresholds and maximums starting with this proxy (excluding Net ACV due to competitive sensitivity). |
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| 2026 | •Board Leadership Refreshment: appointed James Beer as Board Chair and new chairs for two of three Board committees: Nominating Committee and Compensation Committee •Announced Board Declassification Vote: our Board anticipates seeking stockholder approval in 2027 to amend the Company’s certificate of incorporation to declassify our Board over a multi-year period | | 2025 | •Spring 2025 Engagement ◦Outreach to 35 of our largest institutional stockholders (approximately 64% of outstanding shares) ◦Feedback from 9 meetings totaling approximately 21% of outstanding shares (incl. 4 director-led meetings) •Executive Compensation Changes: adopted annual, versus semi-annual, payouts for NEOs under our Company Incentive Plan •2025 Annual Meeting (May 2025) – received approximately 57% Say-on-Pay Support •Executive Compensation Changes: following the 2025 Say-on-Pay vote, ◦Incorporated multi-year performance conditions into financial PSUs (average of 2 years for FY26) ◦Maintained CEO total target compensation for FY26 at the same levels as prior year ◦Increased the target for TSR-based PSUs to the 55th percentile •Executive Compensation Commitments: following the 2025 Say-on-Pay vote, we committed to ◦Disclose thresholds and maximums retrospectively for our Annual Cash Incentive Program ◦For FY27, incorporate a 3 year performance condition for FY27 financial PSUs •Fall 2025 Engagement ◦Outreach to 35 of our largest institutional stockholders (approximately 62% of outstanding shares) ◦Feedback from 10 meetings totaling approximately 23% of outstanding shares (incl. 5 director-led meetings) | | 2024 | •Corporate Governance Changes: in March 2024, we adopted a majority voting standard in uncontested director elections •Spring 2024 Engagement ◦Outreach to 35 of our largest institutional stockholders (approximately 55% of outstanding shares) ◦Feedback from 10 meetings totaling approximately 30% of outstanding shares (incl. 6 director-led meetings) •2024 Annual Meeting (May 2024) – received approximately 45% Say-on-Pay support •Executive Compensation Commitments: we kept the commitments made in 2023 when hiring Paula Hansen, President and Chief Revenue Officer in August 2024 ◦First new hire award package to incorporate commitments disclosed in the 2024 Proxy Statement (i.e., included: (a) sign-on RSU with 4-year vesting and (b) performance-based equity) •Fall – Winter 2024 Engagement ◦Outreach to 35 of our largest institutional stockholders (approximately 55% of outstanding shares) ◦Feedback from 7 meetings totaling approximately 18% of outstanding shares (incl. 4 director-led meetings) |
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| 2023 | •2023 Annual Meeting (May 2023) – received approximately 16% Say-on-Pay support •PSU Program Changes: following the 2023 Say-on-Pay vote: ◦Increased PSU portion of PSU/RSU mix for CEO to 60% / 40% ◦Extended measurement and performance periods for our total stockholder return (“TSR”) PSUs to 3 years ◦Introduced two additional metrics – subscription revenue growth and free cash flow – with earned amounts vesting over a period of 3 years •Executive Compensation Commitments: following the 2023 Say-on-Pay vote: ◦Shareholder Value Creation (“SVC”) Awards: ▪Limit similar awards to extraordinary circumstances, and will not grant them while similar existing awards remain unearned ◦New Hire Awards: ▪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 sign-on RSUs to NEOs that vest in under 4 years ▪Include a performance component in future sign-on equity awards to NEOs •Fall 2023 Engagement ◦Outreach to 30 of our largest institutional stockholders (approximately 55% of outstanding shares) ◦Feedback from approximately 25% outstanding shares and 5 meetings totaling approximately 15% of outstanding shares (incl. 3 director-led meetings) | | 2022 | 2022 Annual Meeting (May 2022) – Received approximately 90% Say-on-Pay support |
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| 6 | 2026 Proxy Statement | Docusign |
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Board Overview and Highlights The following table sets forth information as of April 1, 2026 with respect to our directors who we expect to continue in office after the 2026 Annual Meeting, including the three nominees standing for election at this Annual Meeting:
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| Name | Age | Director Since | Independent | Audit Committee | Compensation Committee(1) | Nominating Committee(2) | | Class I Directors - Continuing in Office until the 2028 Annual Meeting | | | | | | | | Teresa Briggs | 65 | May 2020 | Yes | l | | l | | Blake J. Irving | 66 | August 2018 | Yes | | l | l | | Anna Marrs | 52 | June 2023 | Yes | l | | | | Brian Roberts(3) | 57 | March 2026 | Yes | l | | | | Class II Directors - Nominees for Election at the Current Annual Meeting | | | | | | | | James Beer** | 65 | August 2020 | Yes | | | | | Cain A. Hayes | 56 | December 2020 | Yes | | l | | | Allan Thygesen* | 63 | October 2022 | No | | | | | Class III Directors - Continuing in Office until the 2027 Annual Meeting (4) | | | | | | | | Mike Rosenbaum | 55 | September 2025 | Yes | | l | | | Enrique Salem | 60 | August 2013 | Yes | l | | | | Peter Solvik | 67 | March 2006 | Yes | | l | l | | Maggie Wilderotter | 71 | March 2018 | Yes | l | | |
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* President and CEO of Docusign ** Board Chair l Committee Chair l Member 1.Formally named the Compensation and Leadership Development Committee (the “Compensation Committee”) 2.Formally named the Nominating and Corporate Governance Committee (the “Nominating Committee”) 3.Mr. Roberts’s service as a member of the Audit Committee commenced April 1, 2026. 4.The Board anticipates seeking stockholder approval in 2027 to amend the Company’s certificate of incorporation to declassify the Board. This action would phase out the three-year staggered terms of our directors starting in 2028 and transition to annual election of all directors by the 2030 annual meeting.
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| Docusign | 2026 Proxy Statement | 7 |
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Director Skills Matrix Docusign is governed by a Board consisting of a highly experienced group of directors with wide-ranging skills and backgrounds, which enables the Board to provide multi-faceted and nuanced guidance. Our Board considers many skills and qualifications that our nominees and directors can bring to the Company, including:
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| Skill/Knowledge | Beer | Briggs | Hayes | Irving | Marrs | Roberts | Rosenbaum | Salem | Solvik | Thygesen | Wilderotter | | Senior Leadership | l | l | l | l | l | l | l | l | l | l | l | | Finance | l | l | l | l | l | l | l | l | | | l | | Public Board Member Experience | l | l | l | l | | | l | l | l | l | l | | Industry Expertise | l | l | l | l | l | l | l | l | l | l | l | | Cybersecurity / Information Security | l | l | l | | | | l | l | l | | l | | Risk Management | l | l | l | | l | l | l | | | | | | Corporate Governance | l | l | l | l | | l | l | l | l | | l | | Marketing | | | | l | l | | | l | | l | | | Product / Engineering / Operational | | | l | l | l | l | l | l | l | l | l |
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Board Characteristics Our Nominating Committee endeavors to evaluate, propose and approve director candidates with relevant business experience, varied backgrounds and experiences, as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and other areas that may be expected to contribute to an effective Board. The Nominating Committee may consider such factors as professional experience, education, international experience, skills and other individual qualifications and attributes that contribute to the Board’s composition. As of April 1, 2026, our Board’s continuing directors and director nominees are composed of:
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| Tenure | Independence |
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| 8 | 2026 Proxy Statement | Docusign |
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Director Biographies The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting. Class I Directors
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| | 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; Warby Parker Inc., an eyeglasses brand company; and United Talent Agency, a global talent, sports and entertainment 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 | 65 Director Since | May 2020 Committees | Audit and Nominating | |
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| | 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 | 66 Director Since | August 2018 Committees | Compensation and Nominating | |
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| | Anna Marrs has served on our Board since June 2023. Ms. Marrs currently serves as Group President, Global Merchant and Network Services at American Express. Prior to this role, Ms. Marrs held positions of increasing responsibility at American Express, including Group President of Global Commercial Services and Credit & Fraud Risk. 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 Business School. 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 | 52 Director Since | June 2023 Committees | Audit | |
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| Docusign | 2026 Proxy Statement | 9 |
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| | Brian Roberts has served on our Board since March 2026. Mr. Roberts currently serves as a general partner at Andreessen Horowitz since October 2024. Mr. Roberts previously served as Senior Vice President and Chief Financial Officer of Splunk, Inc., an enterprise software company, from January 2023 to September 2024. Prior to joining Splunk, Mr. Roberts served as Chief Financial Officer of Ozone Networks, Inc. (d/b/a OpenSea), a non-fungible token (NFT) marketplace, from 2021 to 2022. Prior to this role, Mr. Roberts served as Chief Financial Officer of Lyft, Inc., a transportation platform company, from 2014 to 2021. Prior to Lyft, Mr. Roberts held senior corporate development, strategy, and finance roles at Walmart, Microsoft and Inktomi Corporation. Mr. Roberts served as a Senior Managing Director at Evercore prior joining Walmart. Mr. Roberts holds a B.A. from the University of California, Berkeley and an M.B.A. from Harvard Business School. We believe that Mr. Roberts possesses specific attributes that qualify him to serve as a member of the Board, including his extensive finance and strategy background experience. | | Brian Roberts Age | 57 Director Since | March 2026 Committees | Audit (April 2026) | |
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Class II Directors (Nominees for Election at the 2026 Annual Meeting)
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| | James Beer has served on our Board since August 2020, and as our Board Chair since February 2026. From February 2018 to June 2022, Mr. Beer served as Chief Financial Officer of Atlassian Corporation Plc, an enterprise software company. From September 2013 to December 2017, Mr. Beer served as Executive Vice President and Chief Financial Officer of McKesson Corporation, a healthcare services and information technology company. Prior to McKesson Corporation, Mr. Beer served as Executive Vice President and Chief Financial Officer of Symantec Corporation, now known as 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. He also serves as a director of a privately-held enterprise software company, Redis Inc., since July 2025. 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 and as our Board Chair, including his substantial experience in corporate finance and with public technology companies. | | James Beer Age | 65 Director Since | August 2020 Committees | none | |
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| | 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 currently serves on the board of directors of Encompass Health Corp. 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 | 56 Director Since | December 2020 Committees | Compensation | |
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| 10 | 2026 Proxy Statement | Docusign |
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| | 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 | 63 Director Since | October 2022 Committees | none | |
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Class III Directors
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| | Mike Rosenbaum has served on our Board since September 2025. Since August 2019, Mr. Rosenbaum has served as the Chief Executive Officer, and member of the board, of Guidewire Software, Inc. Prior to joining Guidewire, Mr. Rosenbaum was EVP Product at Salesforce.com, Inc., with responsibility for vision, strategy, product management, customer success and adoption from January 2016 to July 2019. Since joining Salesforce in 2005, Mr. Rosenbaum held several leadership positions and drove many of Salesforce’s product achievements. Prior to joining Salesforce, Mr. Rosenbaum held various technology and marketing roles at Siebel Systems from 2002 to 2005 and served in the U.S. Navy as a submarine officer from 1994 to 1999. Mr. Rosenbaum holds a B.S. in Systems Engineering from the United States Naval Academy and an M.B.A. from the Haas School of Business at the University of California, Berkeley. We believe that Mr. Rosenbaum possesses specific skills and attributes that qualify him to serve as a member of the Board, including his experience in public company leadership and his industry experience, as well as his experience in leading product development. | | Mike Rosenbaum Age | 55 Director Since | September 2025 Committees | Compensation | |
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| | 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 previously served on the boards of directors of Atlassian Corporation Plc, an enterprise software company; Rubrik, Inc., a data security and cloud data management company; 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 | 60 Director Since | August 2013 Committees | Audit | |
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| Docusign | 2026 Proxy Statement | 11 |
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| | 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 | 67 Director Since | March 2006 Committees | Compensation and Nominating | |
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| | Maggie Wilderotter has served on our Board since March 2018, and served as Board Chair from January 2019 to January 2026. 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 board of directors of Costco Wholesale Corp., a wholesale retailer. Ms. Wilderotter previously served on the boards of directors of Fortinet, Inc., a cybersecurity company; Sana Biotechnologies, a cell therapy company; 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, 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 | 71 Director Since | March 2018 Committees | Audit | |
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Director Independence Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”). Under Nasdaq’s listing rules and requirements, independent directors must comprise a majority of our board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Additionally, Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.
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| 12 | 2026 Proxy Statement | Docusign |
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Our Board has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, our Board determined that Mses. Briggs, Marrs and Wilderotter and Messrs. Beer, Hayes, Irving, Roberts, Rosenbaum, Salem and Solvik, representing ten of our eleven continuing directors, are “independent directors” as defined under current rules and regulations of the SEC and Nasdaq listing standards. The eleventh continuing director, Mr. Thygesen, currently serves as our President and Chief Executive Officer. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them as described in the section below entitled “Transactions with Related Persons.” The Board has an independent Board Chair, Mr. Beer, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Board Chair enhances the effectiveness of the Board as a whole. Board Refreshment We and our Board wish to maintain a Board and committee leadership that productively fulfills these roles and recognize that there can be benefits from periodic refreshment of these leaders. Our Board has a goal of transitioning the Board Chair role and leadership of each of the Board’s standing committees every five to seven years, subject to appropriate considerations. In September 2025, the Board appointed Mr. Beer to serve as our new Board Chair, effective February 1, 2026. Additionally, the Board appointed two new committee chairs and at least one new member on each committee, effective February 1, 2026. Please see the table above entitled ”—Board Overview and Highlights” for additional information on committee members. Board Meetings Our Board is responsible for the oversight of company management and the strategy of our company and for establishing corporate policies. Our Board and its committees meet throughout the year on a regular schedule, and also hold special meetings and act by written consent from time to time. The Board and its committees held a total of 20 meetings during the last fiscal year. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member. It is our policy to encourage our directors and director nominees to attend our annual meeting of stockholders. All of our continuing directors and nominees who were directors at the time of the meeting attended the 2025 Annual Meeting of Stockholders. Board Committees and Responsibilities Our Board has established an Audit Committee, a Compensation Committee and a Nominating Committee; and from time to time, our Board may establish other committees to facilitate the management of our business. In 2020, the Board established an M&A and Investments Committee to facilitate the review and approval of certain acquisitions and investment opportunities, and to provide additional long-term oversight over the effectiveness of completed transactions. The composition and responsibilities of the Audit Committee, the Compensation Committee and the Nominating Committee are described below. Members serve on these committees until their resignation or until otherwise determined by the Board.
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| Docusign | 2026 Proxy Statement | 13 |
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The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Each committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq listing standards. Copies of the charters of our Audit Committee, Compensation Committee and Nominating Committee are posted on our website at investor.docusign.com. The inclusion of our website address in this Proxy Statement does not include or incorporate by reference the information on our website into this Proxy Statement. For additional detail regarding the Board oversight of risk management, please see the section below entitled “— Role of the Board in Risk Oversight.”
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| Audit Committee | The Audit Committee oversees our corporate accounting and financial reporting processes, audits of our financial statements, and risk assessment and risk management practices. The principal duties and responsibilities of our audit committee include, among other things: 01helping our Board oversee the Company’s corporate accounting and financial reporting processes, systems of internal control, and financial statement audits and the integrity of the Company’s financial statements; 02managing the selection, engagement terms, fees, qualifications, independence, and performance of the registered public accounting firm engaged as the Company’s independent outside auditor for the purpose of preparing or issuing an audit report or performing audit services and for performing any non-audit services for which the Company may engage the auditor; 03reviewing any reports or disclosures required by applicable rules and regulations of the SEC and applicable Nasdaq rules, regulations and listing requirements, or such other stock exchange on which any of the Company’s capital stock is then listed; 04overseeing the organization and performance of the Company’s internal audit function; 05overseeing the Company’s risk assessment and risk management practices and policies, including with respect to cybersecurity risk; 06helping our Board oversee the Company’s legal and regulatory compliance; 07providing regular reports and information to the Board with respect to material issues within the scope of its responsibilities; and 08assisting with any additional duties and responsibilities that the Board mandates. | | Members: Teresa Briggs (Chair) Anna Marrs Brian Roberts Enrique Salem Maggie Wilderotter Meetings held in FY26: 5 Committee Report: Page 74 All Committee members are independent and each member is determined to be an “audit committee financial expert,” as defined in applicable SEC rules and “financially sophisticated” as defined in applicable Nasdaq rules. | |
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The Board has determined that each member of the Audit Committee is independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards), and qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of each of these directors’ levels of knowledge and experience based on a number of factors, including formal education and experience as a chief financial officer for public reporting companies.
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| 14 | 2026 Proxy Statement | Docusign |
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| Compensation Committee | The primary purpose of the Compensation Committee of the Board is to discharge the responsibilities of our Board to oversee our compensation and human capital management policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. The principal duties and responsibilities of our Compensation Committee include, among other things: 01acting on behalf of the Board, pursuant to delegated authority, in order to oversee the Company’s compensation policies, plans and programs and review and determine the compensation to be paid to the Company’s executive officers and directors or recommend the same to the Board for approval; 02reviewing and discussing with management the Company’s disclosures contained under the caption “Executive Compensation Discussion and Analysis” for use in any of the Company’s annual reports on Form 10-K, registration statements, proxy statements, information statements or similar documents; 03preparing and reviewing the Compensation Committee report on executive compensation included in the Company’s annual proxy statement (and incorporated by reference in the Company’s Form 10-K) in accordance with applicable rules and regulations of the SEC in effect from time to time; 04reviewing the Company’s strategy and policies relating to human capital management, including leadership development and succession planning for the Company’s Chief Executive Officer and other members of senior management; 05reviewing, approving, and providing oversight of any compensation recoupment, or clawback; and 06performing the other responsibilities set forth in its charter as in effect from time to time. | | Members: Pete Solvik (Chair) Cain Hayes Blake Irving Mike Rosenbaum Meetings held in FY26: 5 Committee Report: Page 74 All Committee members are independent. | |
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The Board has determined each member of the Compensation Committee is independent under Nasdaq listing standards, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
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| Docusign | 2026 Proxy Statement | 15 |
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| Nominating Committee | The Nominating Committee of the Board is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending for selection by the Board candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of management and the Board, and reviewing and recommending any amendments to our Corporate Governance Guidelines. The Nominating Committee’s responsibilities include, among other things: 01overseeing all aspects of the Company’s corporate governance functions on behalf of our Board; 02making recommendations to our Board regarding corporate governance issues; 03periodically reviewing and recommending, as appropriate, desired Board qualifications, expertise, background and experience, including experience in technology, finance, management, corporate governance or any other areas the Nominating Committee expects to contribute to an effective Board; 04identifying, reviewing and evaluating candidates to serve as directors of the Company consistent with criteria approved by the Board; 05serving as a focal point for communication between such candidates, non-committee directors and the Company’s management; 06reviewing and evaluating incumbent directors; 07recommending that the Board select nominees for election or appointment to the Board; and 08making other recommendations to the Board regarding affairs relating to the directors of the Company, including director compensation. | | Members: Blake Irving (Chair) Teresa Briggs Pete Solvik Meetings held in FY26: 5 All Committee members are independent. | |
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The Board has determined each member of the Nominating Committee is independent under Nasdaq listing standards Board and Committee Evaluations The Board is committed to a robust and constructive evaluation process as an essential part of good corporate governance. The Board and committee evaluation process is generally overseen by the Nominating Committee, and in prior years has included a combination of confidential questionnaires and director interviews, including a third-party confidential facilitator who developed recommendations. In fiscal 2026, the Board opted to conduct its self-evaluation in tandem with the onboarding and orientation process for incoming Board chair James Beer, in order to avoid duplicative interviews and assessments. As part of his orientation, Mr. Beer interviewed each independent director to solicit their feedback on the Board and Board committees and members; their effectiveness and composition; Board leadership; Board refreshment and recruitment goals; and other related topics. Mr. Beer reviewed interview feedback with our third party confidential facilitator to develop recommendations. He also reviewed the feedback and recommendations with the incoming Nominating Committee chair Blake Irving and with the full Board, to identify any appropriate changes to policies and practices based on the results of the evaluation and the evolving needs of the Company.
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| 16 | 2026 Proxy Statement | Docusign |
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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, varied backgrounds 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. 2026 Director Nominations This year, the Board has renominated Allan Thygesen, James Beer, and Cain Hayes as Class II directors. For more information about each of these directors, please refer to “Director Biographies” earlier in this section.
Cain Hayes
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 2026 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 2026. 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. Please see our Non-Employee Director Compensation Policy, listed as Exhibit 10.13 in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 18, 2026. For fiscal 2026, annual compensation for non-employee directors consisted of:
Cain Hayes
| Board Fees(1) | Fiscal Year 2026 | | 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 |
Cain Hayes
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 $46,500.
Cain Hayes
| Name(1) | Fees Earned and Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | James Beer | 61,500 | 249,930 | 311,430 | | Teresa Briggs | 76,500 | 249,930 | 326,430 | | Cain A. Hayes | 57,900 | 249,930 | 307,830 | | Blake J. Irving | 75,000 | 249,930 | 324,930 | | Anna Marrs | 61,500 | 249,930 | 311,430 | | Brian Roberts(3) | — | — | — | | Mike Rosenbaum(4) | 22,952 | 499,947 | 522,899 | | Enrique Salem | 61,500 | 249,930 | 311,430 | | Peter Solvik | 70,100 | 249,930 | 320,030 | | Daniel Springer(5) | 10,711 | — | 10,711 | | Maggie Wilderotter | 102,500 | 249,930 | 352,430 |
Cain Hayes
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 2026. 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, 2026, 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.The Board appointed Mr. Roberts in March 2026 (fiscal 2027), and thus he did not receive compensation in fiscal 2026. 4.The Board appointed Mr. Rosenbaum in September 2026 and he received an initial grant of RSU awards for commencing his service and cash compensation, pro-rated, for his service as director commencing September 2025, as set forth in the above table. 5.Mr. Springer resigned from the Board effective April 24, 2025, and his cash compensation was pro-rated for his service as a director. Mr. Springer did not receive any equity awards during fiscal 2026.
Cain Hayes
| Name | Shares Subject to Outstanding RSU Awards | Shares Subject to Outstanding Options | | James Beer | 1,458 | — | | Teresa Briggs | 1,458 | — | | Cain A. Hayes | 1,458 | — | | Blake J. Irving | 1,458 | — | | Anna Marrs | 2,908 | — | | Brian Roberts(1) | — | — | | Mike Rosenbaum(2) | 5,743 | — | | Enrique Salem | 1,458 | — | | Peter Solvik | 1,458 | — | | Daniel Springer(3) | — | — | | Maggie Wilderotter | 1,458 | 3,000 |
Cain Hayes
1.The Board appointed Mr. Roberts in March 2026 (fiscal 2027), and thus he did not receive compensation in fiscal 2026. 2.The Board appointed Mr. Rosenbaum in September 2026 and he received an initial grant of RSU awards for commencing his service as director, as set forth in the above table. 3.Mr. Springer resigned from the Board, effective April 24, 2025, and thus did not receive equity awards in fiscal 2026.
Cain Hayes
Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of our common stock by: (i) all those known by us to be beneficial owners of more than five percent of the outstanding shares of our common stock; (ii) each of our directors and director nominees; (iii) each Named Executive Officer; and (iv) all current directors and executive officers as a group. This table is based on information provided to us or filed with the SEC by our directors and director nominees, executive officers and principal stockholders. Unless otherwise indicated in the footnotes below, and subject to community property laws where applicable, each of the named persons has sole voting and investment power with respect to the shares shown as beneficially owned. For our directors and director nominees, Named Executive Officers and current directors and executive officers as a group, the information in the table is as of March 15, 2026 and for other stockholders, the information is as of December 31, 2025 based on their filings with the SEC. Except as set forth below, the address of each stockholder listed in the following table is Docusign, Inc., 221 Main St., Suite 800, San Francisco, California 94105. In accordance with SEC rules, applicable percentage ownership for our directors and executive officers in the following table is based on 195,945,841 shares of our common stock outstanding as of March 15, 2026, plus, as applicable, each holder’s options or other equity awards vesting or exercisable within 60 days thereof.
Cain Hayes
SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 1.Based upon a Schedule 13G/A filed with the SEC on November 7, 2024 by BlackRock, Inc., on behalf of itself, BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock France SAS; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors*; BlackRock Institutional Trust Company; National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; SpiderRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd., BlackRock, Inc. reported that it has sole voting power with respect to 21,925,750 shares of common stock, sole dispositive power with respect to 23,933,516 shares of common stock, and no shared voting or shared dispositive power. 2.Based upon a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group. The Vanguard Group reported that it has no sole voting power, sole dispositive power with respect to 20,931,400 shares of common stock, shared voting power of 151,101 shares of common stock and shared dispositive power of 468,290 shares of common stock. 3.Includes 5,543 shares of common stock held indirectly by Mr. Beer in trust. 4.Includes 192,272 shares of common stock held indirectly by Mr. Solvik in trust, in children’s trusts, in family partnership, and by spouse. 5.Includes options exercisable for 3,000 shares of common stock within 60 days of March 15, 2026. 6.Includes 6,870 RSUs that vest within 60 days of March 15, 2026. 7.Includes 10,305 RSUs that vest within 60 days of March 15, 2026. 8.Includes 20,013 RSUs that vest within 60 days of March 15, 2026. 9.Includes 11,947 RSUs that vest within 60 days of March 15, 2026. 11.Includes (i) options exercisable for 3,000 shares of common stock within 60 days of March 15, 2026; and (ii) 90,499 RSUs that vest within 60 days of March 15, 2026 held by our current executive officers and directors.
Cain Hayes
| EXECUTIVE SUMMARY | 31 | | COMPENSATION PHILOSOPHY AND PRACTICES | 34 | | COMPENSATION ELEMENTS | 35 | | FISCAL 2026 EQUITY AWARDS | 39 | | ACHIEVEMENT OF PSU AWARDS | 43 | | COMPENSATION-SETTING PROCESS | 44 | | OTHER COMPENSATION POLICIES | 46 |
Cain Hayes
| Remaining Concerns | Our Response 1 | | CEO Compensation levels: Magnitude of pay | Action: Maintained CEO total target compensation for FY26 at the same levels as the prior year. | | Financial PSUs: 1 year performance periods | Action: Incorporated multi-year performance conditions into our financial PSUs (2 years for FY26). Commitment: For FY27, commitment to include 3-year performance condition. | | Financial PSUs: Additional transparency on metrics | Action: Disclosed achievement (previously already included target and attainment %) starting with this proxy. | | TSR PSUs: Targeted median performance | Action: Increased target to the 55th percentile target for TSR-based PSUs. | | Annual Cash Incentive Program: Limited transparency on metrics | Action: Disclosed completed performance year’s thresholds and maximums starting with this proxy (excluding Net ACV due to competitive sensitivity). |
Cain Hayes
| Fiscal 2026 Base Salaries | Maintained the base salary for our NEOs at same level as in fiscal 2025. | | Fiscal 2026 Annual Cash Incentive (CIP) | Target Bonuses: Maintained target bonus percentages for our NEOs as same level as in fiscal 2025. Performance Goals and Achievement: •The payout for our NEOs in our CIP was 101.9% of target for the full fiscal year. For further information, see the section below entitled “— Compensation Elements — Annual Cash Incentives”. | | Fiscal 2026 Long-Term Incentive Program | Granted long-term equity awards to our NEOs: •Granted our CEO a mix of 60% PSUs and 40% RSUs. •Granted our other NEOs a mix of 50% PSUs and 50% RSUs. •PSUs: ◦Half of PSUs based on relative TSR over a three-year period and the NEO’s continued employment. ◦Half of PSUs based on financial performance (Subscription Revenue Growth and Free Cash Flow) achieved during fiscal 2026 and fiscal 2027. Earned amounts vest over three years. •RSUs: Granted fiscal 2026 focal RSUs vesting over four years based on continued employment. For further information, see the sections below entitled “— Fiscal 2026 Equity Awards” and “— Achievement of PSU Awards”. |
Cain Hayes
| 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, at least half 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 | | |
Cain Hayes
Compensation Elements Principal Elements of Compensation; Fiscal 2026 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, 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 2026:
Cain Hayes
| | 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 | | Annual Cash Incentive | Performance-Based Cash Incentive | Non-GAAP Operating Income(1) | 45% | Measure of operating profitability, excluding impacts from financing, capital expenditures and stock-based compensation. | | | | Net ACV(2) | 22.5% | Primary internal indicator of future subscription revenue growth. | | | | Revenue | 22.5% | Primary external indicator of growth. | | | | Supply Chain Emissions | 5% | Key component of our 2030 Science-Based Target Initiative goal to cut emissions by 50% (from 2022 levels). | | | | Employee Experience | 5% | Primary internal indicator of employee satisfaction in the personal equal opportunity survey category. | | 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 Companies comprising the S&P Software & Services Select Industry Index over three-year performance period | 50% | Measures stockholder return against the S&P Software & Services Select Industry 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 year over year that also represents potential revenue and customer relationships for future years. We increased the length of the performance period from one to two years to incentivize long-term performance. 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. We increased the length of the performance period from one to two years to incentivize long-term performance. 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. |
Cain Hayes
| Base SalaryX | Target Bonus (% of Base Salary)X | Company Performance FY26: •Non-GAAP Operating Income: 45% •Revenue: 22.5% •Net ACV: 22.5% •Supply Chain Emissions: 5% •Employee Experience: 5% | = | Bonus Payout |
Cain Hayes
Fiscal Year 2026 Company Incentive Plan Opportunities Executive officers who participate in the CIP have an established incentive target, which is equal to a percentage of his or her base salary. The actual earned annual incentive bonus, if any, is calculated based on the bonus pool funding determined by our performance. An NEO’s payout could range from 0% to 145% of target. In July 2025, the Committee determined not to increase annual incentive targets for any of our executive officers 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).
Cain Hayes
| Executive | Fiscal 2025 Target Annual Incentive (% of base salary) | Fiscal 2026 Target Annual Incentive (% of base salary) | | Allan Thygesen | 100 | 100 | | Blake Grayson | 100 | 100 | | Robert Chatwani | 100 | 100 | | Paula Hansen | 100 | 100 | | James P. Shaughnessy | 70 | 70 |
CIP Fiscal 2026 Actual Performance
1.If actual achievement for any metric was below the threshold, 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 Net ACV performance metric, because our Net ACV 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). Fiscal 2026 Cash Incentive Payments These funding percentages resulted in the payments under the fiscal 2026 CIP:
CIP Fiscal 2026 Actual Performance
| Full Fiscal 2026 | Base Salary ($) | Incentive Target (%) | Funding (%) | Payout ($) | | Allan Thygesen | 1,000,000 | 100 | 101.9 | 1,019,000 | | Blake Grayson | 525,000 | 100 | 101.9 | 534,975 | | Robert Chatwani | 550,000 | 100 | 101.9 | 560,450 | | Paula Hansen | 550,000 | 100 | 101.9 | 560,450 | | James P. Shaughnessy | 525,000 | 70 | 101.9 | 374,483 |
CIP Fiscal 2026 Actual Performance
Long-Term Equity Incentives The long-term equity incentive element of our NEOs’ compensation generally consists of: •RSUs, which vest over a four-year period subject to the NEO’s continued employment with us; •TSR PSUs, which 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 are earned based on our Average Subscription Revenue Growth and Average Free Cash Flow achieved during fiscal 2026 and fiscal 2027, and subject to time-based vesting through an overall three-year period.
CIP Fiscal 2026 Actual Performance
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. Fiscal 2026 Equity Awards In fiscal 2026, the Committee maintained (i) a mix of 60% PSUs and 40% RSUs for yearly focal equity awards made to our CEO and (ii) a mix of 50% PSUs and 50% RSUs for yearly focal equity awards made to our other NEOs 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. PSU awards for fiscal 2026 consisted of TSR PSUs and Financial PSUs, as described below.
CIP Fiscal 2026 Actual Performance
| FY26 PSUs | Weighting | Measurement Period | Vesting | Rationale | | TSR | 50% | 3 years; June 2025 to June 2028 | Cliff vest upon certification | Measures stockholder return against the S&P Software & Services Select Industry Index over 3 years to reward market out-performance and directly tie pay to long-term stockholder value creation. | | Average Subscription Revenue Growth | 25% | 2 years; FY26 and FY27 | 1/2 of any achieved portion vests in June 2027 (following conclusion of the 2nd year performance); remainder vests quarterly thereafter for 1 year | Primary external indicator of our success in retaining customers during the measurement period that also represents potential revenue and customer relationships for future years. Aligns executive compensation with relevant metrics beyond TSR. | | Average Free Cash Flow | 25% | 2 years; FY26 and FY27 | 1/2 of any achieved portion vests in June 2027 (following conclusion of the 2nd year performance); remainder vests quarterly thereafter for 1 year | Represents liquidity and 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. |
CIP Fiscal 2026 Actual Performance
After reviewing these factors, the Committee approved the equity awards listed below for our NEOs for fiscal 2026. In order to partially offset the impact of moving to a multi-year performance period for financial PSUs, we adopted a front-loaded RSU vesting schedule for NEOs for fiscal 2026 RSU awards, with 40% vesting during year 1; 35% vesting during year 2; 15% vesting during year 3; and 10% vesting during year 4. We anticipate returning to straight-line vesting once the transition to a multi-year financial PSU performance period is complete. The Committee determined not to increase the total target equity compensation for any executive officer other than Mr. Shaughnessy, whose increase was to better align his awards with market data for comparable positions in our peer group.
CIP Fiscal 2026 Actual Performance
| | Target RSU Award (Focal)(1)(2) ($) | Target PSU Award (Focal)(1)(3) ($) | Total Target Equity Compensation ($) | YoY Percentage Change (%) | | 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 | 3,500,000 | 3,500,000 | 7,000,000 | 74% decrease (4) | | James P. Shaughnessy | 3,000,000 | 3,000,000 | 6,000,000 | 1.3% increase |
CIP Fiscal 2026 Actual Performance
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 FY26 RSUs vest over four years subject to the NEO’s continued employment with us. In order to partially offset the impact of moving to a multi-year performance period for financial PSUs, we adopted a front-loaded RSU vesting schedule for NEOs for Fiscal 2026 RSU awards, with 40% vesting during year 1; 35% vesting during year 2; 15% vesting during year 3; and 10% vesting during year 4. We anticipate returning to straight-line vesting once the transition to a multi-year financial PSU performance period is complete. 3.The PSUs are subject to the performance and vesting requirements described under the sections below entitled “— Fiscal 2026 TSR PSU Awards” and “— Fiscal 2026 Financial PSU Awards”. 4.In fiscal 2025, Ms. Hansen only received New Hire RSU and New Hire PSU awards, which were larger than her fiscal 2026 focal awards, and which we considered reasonable and necessary to induce her to accept employment with us. Ms. Hansen’s fiscal 2025 new hire awards included: (i) an RSU award of $13,500,000, vesting over four years; and (ii) a PSU award of $13,500,000, in which 50% of the PSUs vest subject to the level of achievement of the Company’s TSR measured against the Nasdaq Composite Index over approximately three years and 50% of the PSUs vest based on achievement of certain Company financial goals (subscription revenue growth and free cash flow) during fiscal 2025, with 1/3 of any achieved portion of the financial PSUs vesting in June 2025, and the remaining 2/3 vesting quarterly thereafter for two years. Fiscal 2026 TSR PSU Awards (Granted in July 2025) In fiscal 2026, the Committee granted half the value of our PSU awards based on a TSR metric, using our TSR percentile rank amongst the companies comprising the S&P Software & Services Select Industry 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 by motivating long-term market outperformance. The Committee determined that it was appropriate to use a single three-year performance period for the TSR PSUs granted during fiscal 2026 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 its independent compensation consultant, Compensia, determined to change its relative TSR comparison Index from the Nasdaq Composite Index to the S&P Software & Services Select Industry Index. The Committee determined that it is a more reasonable performance benchmark as it consists of companies with more similar industry and financial characteristics to Docusign.
CIP Fiscal 2026 Actual Performance
| Company TSR Percentile Rank | PSU Vesting Amount (% of Target) | Payout Level | | ≥75% | 200 | Maximum | | ≥55% | 100 | Target | | ≥25% | 50 | Threshold | | <25% | 0 | 0 |
CIP Fiscal 2026 Actual Performance
The Company’s TSR percentile rank (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. For the Fiscal 2026 TSR PSUs, the Committee determined to use a ‘percentile rank vs. index’ approach rather than the ‘points vs. index’ approach used in prior years because a percentile rank approach avoids oversensitivity to the performance of a small number of heavily weighted components of the Index, particularly in the scenario where those index components significantly over- or under-perform other components of the Index. In addition, if our TSR is negative, then the maximum achievement percentage is capped at 100% of target, regardless of our TSR percentile rank amongst the companies included in the Index. 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.” Fiscal 2026 Financial PSU Awards (Granted in July 2025) During fiscal 2026, the Committee granted half the value of our PSU awards based on achievement of financial metrics: subscription revenue growth and free cash flow. The Committee increased the performance period for the Fiscal 2026 Financial PSUs from one to two years to incentivize long term performance, with achievement of each measured annually, and averaged, for each year of the two-year performance period beginning February 1, 2025 and ending January 31, 2027. Performance goals for each year of the two-year performance period were set at grant in July 2025. Additionally, to increase retentive value, the Committee increased the vesting cliff applicable to the Fiscal 2026 Financial PSUs from one to two years (with full vesting over three years). The Committee granted these Financial PSUs in tandem with the TSR PSUs, described above, to incentivize the achievement of our financial goals, which we believe will drive long-term stockholder value creation. Subscription revenue growth measures multi-year 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. Fiscal 2026 Performance Year: At the end of the first performance year within the two-year performance period (February 1, 2025 - January 31, 2026), 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, 2026 against the targets set forth in the following tables, with achievement between the levels as set forth in the tables below, determined on a straight-line interpolation basis. Fiscal 2027 Performance Year: At the end of the second performance year (February 1, 2026 - January 31, 2027), we will measure each metric consistent with the first performance year to calculate achievement. The fiscal 2027 targets set by the Committee represent year-over-year increases compared to fiscal 2026. We are not disclosing the amounts of those targets at this time due to potential competitive harm. The performance levels and achieved results for fiscal 2027 will be disclosed following the completion of the applicable period. At the end of the two-year performance period of the Fiscal 2026 Financial PSUs, we will average the achievement levels for both years to calculate the total achievement for the two-year performance period. Half of any PSUs earned based on such averaged achievement will vest in June 2027, and the remainder will vest in four equal quarterly installments, subject to the applicable NEO’s continued service.
CIP Fiscal 2026 Actual Performance
| Subscription Revenue Growth Performance Table1 2 | | | | | | FY26 Performance Year | | | | | Revenue Growth (% Year over Year) | Performance Multiplier % | FY26 Achievement | | Maximum | 12.0 | 200 | 8.6% Year over Year Subscription Revenue Growth (132.3% of Target) | | Target | 6.5 | 100 | | | Threshold | 6.0 | 50 | | | Below Threshold | < 6.0 | 0 | |
CIP Fiscal 2026 Actual Performance
| Free Cash Flow Performance Table1 2 | | | | | | | FY26 Performance Year | | | | | | Free Cash Flow ($M) | As a % of Target Free Cash Flow | Performance Multiplier % | FY26 Achievement | | Maximum | 1,316.0 | 140 | 200 | $1,058.6M Free Cash Flow (112.6% of Target) | | Target | 940.0 | 100 | 100 | | | Threshold | 799.0 | 85 | 50 | | | Below Threshold | < 799.0 | < 85 | 0 | |
CIP Fiscal 2026 Actual Performance
1.Maximum, Target and Threshold levels of achievement for each metric are included to illustrate the permitted scope of achievement. Interim levels of achievement between Maximum and Target, and between Target and Threshold have been omitted. For each metric, the number of PSUs eligible to be earned and vest will be determined based on the averaged achievement levels for FY26 and FY27. 2.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 Committee. Our Committee has measured and certified the achievement for the first performance year under the Fiscal 2026 Financial PSUs. However, performance achievement of the Fiscal 2026 Financial PSUs is based on average achievement for the two performance years, so final performance will not be determinable until the end of the second performance year ending January 2027. 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 Fiscal 2026 Financial PSUs are 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.”
CIP Fiscal 2026 Actual Performance
Achievement of PSU Awards The following table and footnotes summarize PSU awards that were eligible to be achieved during fiscal 2026 or remained subject to ongoing performance during fiscal 2026. For our CEO’s SVC PSU Award, please see the section below entitled “— CEO SVC PSU Award.”
CIP Fiscal 2026 Actual Performance
| Historical PSU Achievement | | | | PSU Awards | Performance Period | Achievement (%) | | Fiscal 2023 TSR PSUs(1) | 3 tranches (final tranche ended October 2025) | Tranche 3 - 0% Tranche 2 - 0% Tranche 1 - 0% | | Fiscal 2024 TSR PSUs(2) | 3 years (ending June 2026) | Ongoing | | Fiscal 2025 TSR PSUs(3) | 3 years (ending June 2027) | Ongoing | | Fiscal 2025 Financial PSUs(4) | 1 year (ended January 2025) | 137.5% for Free Cash Flow 97.2% for Subscription Revenue Growth | | Fiscal 2026 TSR PSUs(5) | 3 years (ending June 2028) | Ongoing | | Fiscal 2026 Financial PSUs(6) | 2 years (ending January 2027) | Ongoing(7) |
CIP Fiscal 2026 Actual Performance
1.Fiscal 2023 TSR PSUs were granted in October 2022 to Mr. Thygesen. The Fiscal 2023 TSR PSUs were divided into three performance periods (each a tranche) for a total of three years. The Company’s TSR for the third tranche ended October 10, 2025 was 23.4%, and as a result, the third tranche of the Fiscal 2023 TSR PSUs was achieved at 0% of target, resulting in no PSU shares being achieved or vested. No other current NEOs held 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.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. 4.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:
CIP Fiscal 2026 Actual Performance
| | 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 |
CIP Fiscal 2026 Actual Performance
5.Fiscal 2026 TSR PSUs have a three-year performance period (ending June 2028). Final performance will not be determinable until the end of the three-year performance period. 6.Fiscal 2026 Financial PSUs have an overall two-year performance period (comprised of two consecutive one-year performance years ending January 2026 and January 2027, the result of which will be averaged). 7.For the first performance year under the Fiscal 2026 Financial PSUs, the Committee determined the percentage achievement of target level Free Cash Flow to be 112.6% and the percentage achievement of target level Subscription Revenue growth to be 132.3%. Performance achievement of the Fiscal 2026 Financial PSUs is based on average achievement for the two performance years, so final performance will not be determinable until the end of the second performance year ending January 2027.
CIP Fiscal 2026 Actual Performance
CEO SVC PSU Award (Granted in October 2022) We granted Mr. Thygesen PSUs subject to substantial stock price appreciation goals (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 was achieved, based on the average of our closing price as reported on the NASDAQ Global Select Market over the 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. 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”. 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, the 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, the 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 2026. Compensation-Setting Process The Role of Our Compensation and Leadership Development Committee The Committee has primary responsibility for setting the compensation of our executive officers, including NEOs. This includes determining each element of NEO compensation and the dollar amounts or target amounts for those elements, as well as selecting the metrics and approving the related target, threshold and maximum levels for performance-based compensation and determining the level of actual achievement of the metrics. The Committee is also responsible for determining our peer group of companies for purposes of comparing market levels of compensation. Mr. Beer, our Board Chair, also regularly attends Committee meetings and provides recommendations and advice. The Role of Our Management Team In making its decisions, the Committee also relies on input from our management, including our CEO. Members of our management team provide the Committee with perspectives and advice on selecting performance metrics and related target levels and on the composition of our compensation peer group. Our CEO also provides the Committee with compensation recommendations based on the individual performance of each NEO and on market levels of compensation for each NEO given his or her functional role and scope of authority. No member of management, including our CEO, participated or participates in discussions of his or her own performance or compensation.
CIP Fiscal 2026 Actual Performance
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 2026, the Committee engaged Compensia as its independent compensation consultant. During fiscal 2026, 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; •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. Fiscal 2026 Compensation Peer Group In setting NEO compensation for fiscal 2026, 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 a market-capitalization-to-revenue multiple of 2x or more. In December 2024, the Committee reviewed the compensation peer group that would be used for fiscal 2026 compensation decision making. In assessing each of the companies against the selection criteria, the Committee elected to exclude Autodesk and CrowdStrike Holdings due their relatively high market capitalization at the time, and Splunk due to its acquisition, and elected to include Gen Digital, Zscaler, and MongoDB due to a reasonable fit across the selection criteria. As a result, the Committee approved the following compensation peer group that was used for reference in making compensation decisions during fiscal 2026:
CIP Fiscal 2026 Actual Performance
| Fiscal 2026 Peer Group | | | | | CoStar Group | MongoDB | The Trade Desk | Zoom Video Communications | | Dropbox | Nutanix | Toast | Zscaler | | Gen Digital | Okta | Twilio | | | HubSpot | Paycom Software | Unity Software | | | Informatica | RingCentral | Veeva Systems | |
CIP Fiscal 2026 Actual Performance
*Includes all NEOs other than CEOs. Our executive officers must satisfy the required level of stock ownership under the guidelines by the fifth anniversary of their date of hire (or date of promotion to a position subject to the guidelines, or to a new multiple level within the executive officer guidelines). Our non-employee directors must satisfy the required level of stock ownership under the guidelines by the fifth anniversary of their joining our Board. These guidelines do not include unexercised options or unvested RSUs and PSUs. As of January 31, 2026, each of our NEOs and non-employee directors had either satisfied the required level of stock ownership or had additional time to meet that level under our stock ownership guidelines. Compensation Recovery Policy In November 2023, the Committee adopted a compensation clawback policy (“Clawback Policy”) in compliance with the final rules promulgated by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Rule 10D-1 and Nasdaq that provides for the recovery of certain incentive-based compensation in the event we are required to restate our financial statements. The Company filed a copy of its Clawback Policy with its annual report on Form 10-K, which was filed with the SEC on March 21, 2024.
CIP Fiscal 2026 Actual Performance
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 Responsible 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.
CIP Fiscal 2026 Actual Performance
| 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 | 2026 | 1,000,000 | — | 23,600,136 | 1,019,000 | 30,964 | 25,650,100 | | | 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 | | Blake Grayson (6) Executive Vice President, Chief Financial Officer | 2026 | 525,000 | — | 9,071,079 | 534,975 | 38,271 | 10,169,325 | | | 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 | | Robert Chatwani (7) President, General Manager, Growth | 2026 | 550,000 | — | 6,047,423 | 560,450 | 37,838 | 7,195,711 | | | 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 | | Paula Hansen (8) President, Chief Revenue Officer | 2026 | 550,000 | — | 7,055,128 | 560,450 | 50,127 | 8,215,705 | | | 2025 | 264,423 | 4,000,000 | 28,894,518 | 449,084 | 13,552 | 33,621,577 | | | 2024 | — | — | — | — | — | — | | James P. Shaughnessy (9) Chief Legal Officer | 2026 | 525,000 | — | 6,047,423 | 374,483 | 29,453 | 6,976,359 | | | 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 |
OneNotary Transaction
| 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) | | 2026 | $25,650,100 | $(157,743,055) | — | — | — | — | $8,139,275 | $(12,788,024) | $23 | $256 | $309.1 | $3,219.5 | | 2025 | $26,039,579 | $144,334,935 | — | — | — | — | $14,534,028 | $32,744,932 | $42 | $204 | $1,067.9 | $2,976.7 | | 2024 | $22,834,039 | $11,327,395 | — | — | — | — | $18,445,970 | $16,014,945 | $26 | $160 | $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 | $26 | $107 | $(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) | $54 | $126 | $(70.0) | $2,107.2 |
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 March 3, 2027 and no earlier than 5:00 p.m. Eastern Time on February 1, 2027; 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 June 1, 2027, 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on our review of the copies of such forms furnished to us and written representations from these officers and directors, we believe that all Section 16(a) filing requirements were met during the fiscal year ended January 31, 2026, other than one late Form 4 for the fiscal year ended January 31, 2026 filed by Mr. Solvik on December 17, 2025, in connection with a charitable donation of Mr. Solvik’s stock.
Advanced Notice Requirements for Stockholder Proposals and Director Nominees pursuant to our Bylaws
| Docusign | 2026 Proxy Statement | 87 |
Advanced Notice Requirements for Stockholder Proposals and Director Nominees pursuant to our Bylaws
Transaction of Other Business The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors