DEF 14A of DoorDash, Inc., Apr 29, 2025

DEF 14A of DoorDash, Inc.

Filed Apr 29, 2025 · FY20240001628280-25-020666

Open on EDGAR

  1. Where can I find the voting results of the Annual Meeting?

    (1) Member of our leadership development, inclusion and compensation committee. Mr. Lin serves as chair of this committee. (2) Member of our nominating and corporate governance committee. Mr. Doerr serves as chair of this committee. (3) Member of our audit committee. Ms. Mertz serves as chair of this committee. Nominees for Director Jeffrey Blackburn. Mr. Blackburn has served as one of our directors since May 2024. Mr. Blackburn has served as Managing Partner at Cresta Ventures, LLC, a venture capital firm, since February 2024. He previously held various positions at Amazon.com, Inc., a multinational technology company (“Amazon”), for over two decades and served on its senior leadership team for over a decade, including serving as Senior Vice President of Global Media and Entertainment from May 2021 to February 2023, and Senior Vice President of Worldwide Business Development, Advertising and Entertainment from November 2012 to February 2020. From March 2021 to May 2021, Mr. Blackburn served as a general partner and a member of the management committee of Bessemer Venture Partners, a venture capital and private equity firm. From 1995 to 1998, Mr. Blackburn worked as an investment banker at Morgan Stanley and Deutsche Bank. Since June 2023, Mr. Blackburn has served on the board of directors of Roku, Inc., a TV streaming platform company. He also serves as a board member of a private company and is expected to join the board of directors of StubHub Holdings, Inc. upon the effectiveness of the company's registration statement. Mr. Blackburn holds an A.B. in Economics from Dartmouth College and an M.B.A. from Stanford Business School. Mr. Blackburn was nominated to serve on our board of directors because of his senior leadership experience, corporate and business development experience, and M&A experience. John Doerr. Mr. Doerr has served as one of our directors since March 2015. Mr. Doerr has been Chairman of Kleiner Perkins, a venture capital firm (“Kleiner”), since March 2016, and was previously its General Partner since August 1980. He currently serves on the board of directors of Alphabet Inc., the parent holding company of Google, Inc., and several private companies, including Amyris, Inc., a renewable products company. Mr. Doerr previously served as a director of Bloom Energy Corporation, a clean energy company, Zynga Inc., a social gaming company, QuantumScape Corporation, a renewable energy company, Coursera, an education tech company, and Amazon. He holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from Rice University and an M.B.A. from Harvard Business School. Mr. Doerr was selected to serve on our board of directors because of his significant public company experience as a board member, his global business and leadership experience, and his extensive experience advising the senior management of high-growth companies like ours. Andy Fang. Mr. Fang is one of our co-founders and has served as Head of LaunchPad, our new software products team, since November 2022. He has served as one of our directors since May 2013. He previously served as our Chief Technology Officer from May 2013 to February 2019 and, subsequently, as our Head of Consumer Engineering until November 2022. Mr. Fang holds a B.S. in Computer Science from Stanford University. Mr. Fang was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder. Diego Piacentini. Mr. Piacentini has served as one of our directors since May 2023. Mr. Piacentini has been the founder and Managing Director of View Different, Inc., a venture capital firm, since August 2019. From September 2016 to October 2018, Mr. Piacentini served as Government Commissioner for the Digital Agenda for the Italian government. From February 2000 to August 2016, Mr. Piacentini served as Senior Vice President of the International Consumer Business at Amazon. Prior to this, from 1987 to 1999, Mr. Piacentini was at Apple Inc., a multinational technology company, where he was most recently General Manager and Vice President for Europe, Middle East, and Africa. Mr. Piacentini serves as a board member and advisor of several private companies and organizations. Mr. Piacentini holds a B.S. in Economics from Bocconi University. Mr. Piacentini was selected to serve on our board of directors because of his operational experience with large public technology companies and his international business experience. Continuing Directors Shona L. Brown. Dr. Brown has served as one of our directors since August 2019 and Lead Independent Director since February 2021. From January 2013 until November 2015, she served as a senior advisor to Google Inc., an Internet search and technology company. From April 2011 to December 2012, Dr. Brown served as Senior Vice President of Google.org, Google Inc.’s charitable organization. From 2003 to 2011, Dr. Brown served as Vice President and later as Senior Vice President, Business Operations of Google Inc. Since November 2015, Dr. Brown has served on the board of directors of Atlassian Corporation, an enterprise software company, and currently serves as its chairperson. She serves on the board of directors of several non-profit organizations, and previously served on the board of directors of PepsiCo, Inc., a food and beverage company. Dr. Brown holds a B.Eng. in Computer Systems Engineering from Carleton University, an M.A. in Economics and Philosophy from the University of Oxford, and a Ph.D. from Stanford University’s Department of Industrial Engineering and Engineering Management. Dr. Brown was selected to serve on our board of directors because of her extensive experience as a director of public companies, her experience as a global business executive, and her knowledge of the technology industry. Alfred Lin. Mr. Lin has served as one of our directors since May 2014. Mr. Lin has been a Partner at Sequoia Capital Operations LLC, a venture capital firm (“Sequoia Capital”), since October 2010. From June 1999 to December 2014, he served as Co-Founder and General Manager at Venture Frogs, LLC, a venture capital firm. From January 2005 to December 2010, Mr. Lin served as Chairman of the Board and Chief Operating Officer of Zappos.com, an online retailer acquired by Amazon, and from January 2001 to June 2005, he served as Vice President of Finance and Business Development of Tellme Networks, a voice recognition services and platform company acquired by Microsoft. Prior to this, from 1996 to 1998, Mr. Lin served as Vice President of Finance and Administration of LinkExchange, a banner advertising exchange acquired by Microsoft. He currently serves on the board of directors of Airbnb, Inc., a vacation rental online marketplace company (“Airbnb”), and serves as a director of several private companies. Mr. Lin holds a B.A. in Applied Mathematics from Harvard University and an M.S. in Statistics from Stanford University. Mr. Lin was selected to serve on our board of directors because of his extensive experience advising the senior management of high-growth companies like ours, his business and leadership experience, and his knowledge of technology companies. Stanley Tang. Mr. Tang is one of our co-founders and has served as Head of DoorDash Labs, our internal robotics and automation organization, since November 2017 and as one of our directors since May 2013. He previously served as our Chief Product Officer from May 2013 to November 2017. From June 2012 until September 2012, Mr. Tang served as a Software Engineer at Meta Platforms, Inc., a social media and social networking company (“Meta”). He currently serves on the board of directors of a private company. He holds a B.S. in Computer Science from Stanford University. Mr. Tang was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder.

  2. Where can I find the voting results of the Annual Meeting?

    Elinor Mertz. Ms. Mertz has served as one of our directors since July 2022. Ms. Mertz has served as Chief Financial Officer at Airbnb since March 2024, and previously served as Airbnb's Vice President of Finance from January 2019 to March 2024, where she was responsible for strategic finance and analytics, corporate planning, and investor relations, and as Airbnb’s Head of Global Financial Planning & Analysis from February 2013 to January 2019. Prior to joining Airbnb in 2013, Ms. Mertz served as Vice President, Finance & Investor Relations at Netflix, Inc., a media company, where she held various finance roles from 2006 to 2013. Ms. Mertz has served on the board of directors of Faire Wholesale, Inc., a privately-held e-commerce company, since 2022. Ms. Mertz holds a B.A. in Science, Technology & Society from Stanford University, an M.A. in History from Stanford University, an M.I.A. in International Affairs from Columbia University, and an M.B.A. from the Stanford Graduate School of Business. Ms. Mertz was selected to serve on our board of directors because of her extensive experience as a public company finance professional and leader. Ashley Still. Ms. Still has served as one of our directors since July 2023. Ms. Still has served as Senior Vice President and General Manager, Digital Media at Adobe Inc., a multinational computer software company, since December 2019 and has served in various roles at Adobe since July 2004. Ms. Still holds a B.A. in Economics and International Studies from Yale University and an M.B.A. from the Stanford Graduate School of Business. Ms. Still was selected to serve on our board of directors because of her operational experience with large public technology companies and her leadership experience. Tony Xu. Mr. Xu is one of our co-founders and has served as our Chief Executive Officer and as one of our directors since May 2013. Since January 2022, Mr. Xu has served on the board of directors of Meta. Mr. Xu holds a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A. from the Stanford Graduate School of Business. Mr. Xu was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as a co-founder. Director Independence Under the listing rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq listing 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 listing rules, a director will only qualify as an “independent director” if the board of directors affirmatively determines that the director has no relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, and affiliations, our board of directors has determined that Dr. Brown, Mses. Mertz and Still, and Messrs. Blackburn, Doerr, Lin, and Piacentini do not have a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under Nasdaq listing rules. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence and any applicable transactions involving them, including those described in the section titled “Certain Relationships, Related Party and Other Transactions.” Board Leadership Structure and Role of the Lead Independent Director We believe that the structure of our board of directors and its committees provides strong overall management of our Company. Mr. Xu currently serves as both the chairperson of our board of directors (our "Chair") and as our Chief Executive Officer. As our co-founder, Mr. Xu is best positioned to identify strategic priorities, lead critical discussions about our Company’s strategy, risks, and execution, and execute our business plans. Our board of directors has adopted Corporate Governance Guidelines that provide that our board of directors may appoint an independent director as our Lead Independent Director. If appointed, the Lead Independent Director is responsible for calling separate meetings of the independent directors, determining the agenda and serving as chairperson of meetings of independent directors, reporting to our Chief Executive Officer and Chair regarding feedback from executive sessions, serving as spokesperson for the Company as requested and performing such other responsibilities as may be designated by a majority of the independent directors from time to time. Because Mr. Xu, our chairperson, is not independent, our board of directors determined that it was advisable to appoint a Lead Independent Director and, in February 2021, our board of directors appointed Dr. Brown to serve as our Lead Independent Director. The board of directors considered Dr. Brown’s demonstrated leadership during her tenure as a member of the board and on the standing committees of the board, including her current membership on the audit committee and her prior service on each of the compensation committee and the nominating and corporate governance committee. The board of directors believes that Dr. Brown’s ability to act as a strong Lead Independent Director provides balance in our leadership structure and is in the best interest of DoorDash and its stockholders. Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee of our board of directors. As a result of the board of directors’ committee system and the existence of a majority of independent directors, the board of directors believes it maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. We believe that the leadership structure of our board of directors, including Dr. Brown’s role as Lead Independent Director, as well as the strong independent committees of our board of directors is appropriate and enhances our board of directors’ ability to effectively carry out its roles and responsibilities on behalf of our stockholders, including oversight of the Company’s risks, while Mr. Xu’s combined role enables strong leadership, creates clear accountability of management to our board of directors, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Board Meetings and Committees During our fiscal year ended December 31, 2024, our board of directors held four meetings (including regularly scheduled and special meetings). Each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

  3. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table provides information regarding compensation of our non-executive officer directors for service as directors for the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, our employee directors, Messrs. Fang, Tang, and Xu, did not receive any compensation for their services as directors. See “Executive Compensation” for additional information regarding Mr. Xu’s compensation. The compensation received by each of Messrs. Fang and Tang as an employee is set forth in the footnotes to the table below.

  4. Director Compensation Table for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Jeffrey Blackburn(2) | $35,833 | $545,760 | $581,593 | | Shona L. Brown | $90,556 | $274,974 | $365,530 | | John Doerr | $65,000 | $274,974 | $339,974 | | Andy Fang(3) | $— | $— | $— | | Alfred Lin | $72,639 | $274,974 | $347,613 | | Elinor Mertz | $77,639 | $274,974 | $352,613 | | Greg Peters(4) | $28,333 | $— | $28,333 | | Diego Piacentini | $60,000 | $274,974 | $334,974 | | Ashley Still | $60,000 | $274,974 | $334,974 | | Stanley Tang(5) | $— | $— | $— |

  5. Director Compensation Table for Fiscal Year 2024

    (1) The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2024, calculated in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“ASC 718”), disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-employee directors, and there can be no assurance that these amounts will ever be realized by the non-employee directors. (2) Mr. Blackburn joined our board of directors in May 2024. (3) Mr. Fang received an aggregate of $942,591 in compensation as an employee, comprising (i) base salary in the amount of $337,444, (ii) a gross-up for taxable income incurred through participating in the Company’s meal benefit provided to all office-based employees in the amount of $57, (iii) 401(k) matching in the amount of $6,794, and (iv) RSUs with an aggregate grant-date fair value of $598,296. (4) Mr. Peters resigned from our board of directors in June 2024. (5) Mr. Tang received an aggregate of $942,629 in compensation as an employee, comprising (i) base salary in the amount of $337,444, (ii) a gross-up for taxable income incurred through participating in the Company’s meal benefit provided to all office-based employees in the amount of $94, (iii) 401(k) matching in the amount of $6,794, and (iv) RSUs with an aggregate grant date fair value of $598,296. The following table lists all outstanding equity awards held by our non-executive officer directors as of December 31, 2024:

  6. Director Compensation Table for Fiscal Year 2024

    | | | Option Awards | | | Stock Awards | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Option Exercise Price Per Share | Option Expiration Date | Number of Shares Underlying Unvested Stock Awards | | Jeffrey Blackburn | 6/20/2024 | — | $— | — | 1,869(1) | | | 6/20/2024 | — | $— | — | 2,495(2) | | | 6/20/2024 | — | $— | — | 275(2) | | Shona L. Brown | 6/20/2024 | — | $— | — | 2,495(2) | | John Doerr | 6/20/2024 | — | $— | — | 2,495(2) | | Andy Fang | 4/20/2021 | — | $— | — | 562(3) | | | 4/20/2022 | — | $— | — | 6,232(4) | | | 4/20/2023 | — | $— | — | 1,244(5) | | | 4/22/2024 | — | $— | — | 2,939(6) | | Alfred Lin | 6/20/2024 | — | $— | — | 2,495(2) | | Elinor Mertz | 8/20/2022 | — | $— | — | 1,372(7) | | | 6/20/2024 | — | $— | — | 2,495(2) | | Diego Piacentini | 6/20/2023 | — | $— | — | 2,309(8) | | | 6/20/2024 | — | $— | — | 2,495(2) | | Ashley Still | 8/20/2023 | — | $— | — | 1,941(9) | | | 6/20/2024 | — | $— | — | 2,495(2) | | Stanley Tang | 10/10/2018 | 31,640(10) | $7.16 | 10/9/2028 | — | | | 4/20/2021 | — | $— | — | 449(3) | | | 4/20/2022 | — | $— | — | 9,970(11) | | | 4/20/2023 | — | $— | — | 1,244(5) | | | 4/22/2024 | — | $— | — | 2,939(6) |

  7. Director Compensation Table for Fiscal Year 2024

    (1) This RSU vested as to 1/48th of the total shares of our Class A common stock underlying the RSU immediately upon granting thereof, with 1/48th of the total shares of our Class A common stock vesting monthly beginning on July 1, 2024, subject to such individual’s continued role as a service provider to us. (2) This RSU will vest as to 100% of the total shares of our Class A common stock underlying the RSU on the earlier of (i) June 20, 2025 or (ii) the day prior to the date of the Annual Meeting, subject to such individual’s continued role as a service provider to us. (3) This RSU vested as to 1/4th of the shares of our Class A common stock underlying the RSU on February 20, 2022, with the remaining vesting in 12 equal quarterly installments thereafter, subject to such individual's continued role as a service provider to us. (4) This RSU vested as to 1/16th of the shares of our Class A common stock underlying the RSU on May 20, 2022, with 1/16th of the total shares of our Class A common stock vesting quarterly thereafter, subject to such individual’s continued role as a service provider to us. (5) This RSU vested as to 1/8th of the shares of our Class A common stock underlying the RSU on May 20, 2023, with 1/8th of the total shares of our Class A common stock vesting quarterly thereafter, subject to such individual’s continued role as a service provider to us. (6) This RSU vested as to 1/8th of the shares of our Class A common stock underlying the RSU on May 20, 2024, with 1/8th of the total shares of our Class A common stock vesting quarterly thereafter, subject to such individual’s continued role as a service provider to us. (7) This RSU vested as to 1/48th of the shares of our Class A common stock underlying the RSU on August 1, 2022, with 1/48th of the total shares of our Class A common stock vesting monthly thereafter, subject to such individual’s continued role as a service provider to us. (8) This RSU vested as to 1/48th of the shares of our Class A common stock underlying the RSU on June 1, 2023, with 1/48th of the total shares of our Class A common stock vesting monthly thereafter, subject to such individual’s continued role as a service provider to us. (9) This RSU vested as to 1/48th of the shares of our Class A common stock underlying the RSU on August 1, 2023, with 1/48th of the total shares of our Class A common stock vesting monthly thereafter, subject to such individual’s continued role as a service provider to us. (10) The shares of our Class A common stock underlying this option are fully vested and immediately exercisable. (11) This RSU vested as to 1/16th of the shares of our Class A common stock underlying the RSU on February 20, 2023, with 1/16th of the total shares of our Class A common stock vesting quarterly thereafter, subject to such individual’s continued role as a service provider to us. PROPOSAL NO. 1 - ELECTION OF DIRECTORS Our board of directors is currently composed of ten members. We have a classified board of directors consisting of three classes of approximately equal numbers of directors, with each class serving staggered three-year terms. At each annual meeting of stockholders, approximately one-third of the directors of our board of directors is elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal. Nominees Our nominating and corporate governance committee has recommended, and our board of directors has approved, Jeffrey Blackburn, John Doerr, Andy Fang, and Diego Piacentini as nominees for election as directors at the Annual Meeting. If elected, Messrs. Blackburn, Doerr, Fang, and Piacentini will each serve as a director until the 2028 annual meeting of stockholders and until his successor is duly elected and qualified. Each of Messrs. Blackburn, Doerr, Fang, and Piacentini is currently a director of our Company. Mr. Blackburn is standing for election by stockholders for the first time and was initially recommended for consideration as a director to the nominating and corporate governance committee by our Chief Executive Officer. For information concerning the relevant experiences, qualifications, attributes, and skills of the nominees that led our board of directors to recommend these persons as nominees for director, please see the section titled “Board of Directors and Corporate Governance.” Messrs. Blackburn, Doerr, Fang, and Piacentini have consented to being named as nominees in the proxy statement and to continue to serve as directors, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet, but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Blackburn, Doerr, Fang, and Piacentini. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter. Vote Required Each director is elected by a majority of the votes cast with respect to the election of directors at the Annual Meeting. A majority of votes cast means that the voting power of the shares cast “For” a director’s election exceeds the voting power of the shares cast “Against” that director. You may vote “For” or “Against” each nominee for election as a director or you may “Abstain.” Abstentions and broker non-votes will have no effect on the outcome of the vote. A director who does not receive a majority of the votes cast “For” election is required by our Bylaws to resign or will be subject to removal. Resignation Requirement Pursuant to our Bylaws, if a nominee for director in an election that is not a contested election fails to receive the required number of votes for re-election, the director shall, no later than 15 days following the certification of the stockholder vote (the “Resignation Deadline”), tender such director’s resignation from our board of directors. Prior to the date that our outstanding Class B common stock represents less than a majority of the total voting power of the Company entitled to vote in elections of directors, if any nominee failing to be elected by the vote of the majority of the votes cast in an election that is not a contested election (i) tenders a resignation by the Resignation Deadline or (ii) does not tender a resignation by the Resignation Deadline, then our stockholders may take action via consent without a meeting to, in the case of clause (i), appoint a director to fill the vacancy resulting from the resignation of such director (the “Resigned Director”) and, in the case of clause (ii), remove such director (the “Removed Director”) from our board of directors and, in such action (and only in such action), appoint a director to fill the vacancy resulting from the removal of the Removed Director, provided, that in each case such action by the stockholders without a meeting must be taken no later than 30 days following, in the case of clause (i), the effective date of such resignation and, in the case of clause (ii), the Resignation Deadline. In the event that a director is not appointed by the stockholders pursuant to the preceding sentence to fill the vacancy created by the Resigned Director or the Removed Director, as applicable, neither our board of directors nor our stockholders may fill such vacancy until the next annual meeting of stockholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE. PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  8. Director Compensation Table for Fiscal Year 2024

    Our audit committee has appointed KPMG LLP, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2025. KPMG LLP has served as our independent registered public accounting firm since 2018. At the Annual Meeting, our stockholders are being asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Our audit committee is submitting the appointment of KPMG LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of KPMG LLP, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and our stockholders. If our stockholders do not ratify the appointment of KPMG LLP, our board of directors may reconsider the appointment. Representatives of KPMG LLP will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders. Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees (in thousands) for professional audit services and other services rendered to our Company by KPMG LLP for our fiscal years ended December 31, 2023 and 2024.

  9. Director Compensation Table for Fiscal Year 2024

    | | 2023 | 2024 | | Audit Fees(1) | $8,598 | $10,210 | | Audit-Related Fees(2) | $— | $517 | | Tax Fees(3) | $100 | $110 | | All Other Fees | $— | $— | | Total Fees | $8,698 | $10,837 |

  10. Director Compensation Table for Fiscal Year 2024

    (1) Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements and reviews of our unaudited quarterly consolidated financial statements. (2) Consists of assurance related services provided by KPMG LLP that were reasonably related to the performance of the audit or review of our consolidated financial statements and which are not reported above under “Audit Fees.” For fiscal 2024, this category included fees for audit-related services for mergers and acquisitions. (3) Consists of fees for professional services, primarily for tax compliance services. Auditor Independence In our fiscal year ended December 31, 2024, there were no other professional services provided by KPMG LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG LLP. Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All services provided by KPMG LLP for each of the years set forth in the above table were pre-approved by our audit committee in accordance with the policy. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. REPORT OF THE AUDIT COMMITTEE The audit committee is a committee of the board of directors comprised solely of independent directors as required by the Nasdaq listing rules and the rules and regulations of the SEC. The composition of the audit committee, the attributes of its members, and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. With respect to DoorDash’s financial reporting process, DoorDash’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing DoorDash’s consolidated financial statements. DoorDash’s independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of DoorDash’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare DoorDash’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has: •reviewed and discussed the audited consolidated financial statements with management and KPMG LLP; •discussed with KPMG LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and •received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with KPMG LLP its independence. Based on the audit committee’s review and discussions with management and KPMG LLP, the audit committee recommended to the board of directors that the audited financial statements be included in DoorDash’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. Respectfully submitted by the members of the audit committee of the board of directors:

  11. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Our executive compensation program is designed to be consistent with our executive compensation philosophy which is summarized below. Key highlights of our program for 2024 include: •No Changes to Base Pay. Our compensation philosophy is oriented towards long-term awards that only deliver value above target when our stock price increases. We have intentionally set the base salaries of our named executive officers below those of our compensation peer group in order to maximize the percentage of pay delivered in the form of equity. In 2024, we made no changes to the base salaries of our named executive officers. •Provided competitive, long-term equity awards. In 2024, we provided equity awards to our named executive officers (with the exception of Mr. Xu) that were market competitive and reflected the performance of each named executive officer during the prior year as well as factors such as their future potential, the size and scope of their role, and the size of their unvested holdings. •No Additional Equity Awards to our CEO. Consistent with our intentions in granting him a significant performance-based equity grant in 2020 that vests only if we achieve stretch stock price goals over a seven-year performance period, Mr. Xu did not receive any additional equity awards in 2024. Details of this award can be found under the section titled "—2020 CEO Performance Award Update."

  12. At-Risk Pay

    At-Risk Pay Compensation for our named executive officers is intended to be competitive with our compensation peer group and reward executives when performance is strong and value is created for our stockholders. To create meaningful alignment between our executives and our stockholders, most of the pay delivered to named executive officers is at-risk in the form of RSUs. Our CEO received $300,000 in salary, no bonus, and no annual equity awards in 2024. Our other named executive officers received an average of 94% of their pay (excluding All Other Compensation amounts) in the form of RSUs in 2024.

  13. Our Commitment to Best Practices

    | What We Do | What We Don't Do | | ✔100% of directors on our compensation committee are independent ✔Retain an independent compensation advisor who advises the compensation committee and provides no other services to the Company ✔A significant portion of compensation for named executive officers is at-risk, and the value realized by our executives is based on our stock price performance ✔Annual review of named executive officer compensation and competitive market data ✔Annual review of compensation peer group for relevance ✔Double-trigger change in control arrangements ✔Maintain a clawback policy to promote executive accountability ✔Assess the risk-reward balance of our compensation programs to mitigate undue risks | ✗No pension plans or supplemental retirement plans for named executive officers ✗No hedging or pledging of our stock by directors or employees ✗No excessive perquisites ✗No excise tax gross-ups upon a change in control ✗No guaranteed bonuses or other forms of incentive compensation |

  14. Our Compensation-Setting Process

    | January to April Setting Current Year Pay •Each year, our CEO makes recommendations to the compensation committee for salary levels and equity grants for the then-current year for each named executive officer (except with respect to his own compensation). Our compensation committee considers the performance, criticality, and trajectory of each executive officer, internal pay equity, competitive market data from our peer companies, and Company performance against strategic goals. Based on this review, the compensation committee provides feedback and makes adjustments as necessary before final approval. •After incorporating compensation committee feedback, our CEO presents final recommendations to the compensation committee which are then reviewed and approved. |

  15. Overview of Factors Considered in Setting Executive Compensation

    Overview of Factors Considered in Setting Executive Compensation Peer Group and Competitive Positioning The compensation committee assesses the competitiveness of each element of the executive officers’ total direct compensation against the compensation peer group, as discussed below, as well as taking into account broader market data. This assessment is one of several factors that our compensation committee considers when it sets pay levels for our executive officers. While we do not establish compensation levels solely based on a review of competitive data, we believe market data is a helpful reference to assess the competitiveness and appropriateness of our executive compensation program and our goals of attracting and retaining qualified executive officers. When making its compensation decisions, our compensation committee applies its own business judgment and experience and also considers a number of other factors, including: Company performance; each executive’s impact and criticality to our strategy and mission; relative scope of responsibility and potential; individual performance and demonstrated leadership; and internal pay equity considerations. 2024 Peer Group In July 2023, the compensation committee, with the assistance of Semler Brossy, reviewed our compensation peer group to consider whether any adjustments were appropriate prior to setting compensation for 2024. Following this review, we removed four companies (Zoom Video Communications, Inc., Lyft, Inc., Match Group, Inc., and Twitter, Inc.) and added five companies (PayPal Holdings, Inc., Bookings.com B.V., Expedia Group, Inc., Toast, Inc. and Roblox Corp.) to our compensation peer group based on updated criteria that includes revenue, growth rates, and market capitalization, with an emphasis on companies that operate similar marketplace business models. Our executive compensation peer group used for setting 2024 compensation was comprised of the following companies:

  16. Overview of Factors Considered in Setting Executive Compensation

    2025 Peer Group In July 2024, we again reviewed our compensation peer group and determined to make only those changes that were deemed necessary or compelling based on our business model and financial profile. Following this review, we removed Chewy, Inc. due to its smaller scale and slower revenue and market capitalization growth. This revised executive compensation peer group was used for setting 2025 compensation. How We Determine Executive Compensation

  17. Cash Bonus

    Cash Bonus Since 2021, we have not provided a cash bonus or other short-term incentive compensation to our named executive officers.

  18. Long-Term Incentive

    Long-Term Incentive Our equity award program is the primary vehicle used to differentiate compensation among our named executive officers. We grant equity awards in the form of RSUs that are settled in shares of our Class A common stock upon vesting. We believe that these equity awards align the interests of our named executive officers with our stockholders, provide our named executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards support our belief in management longevity because they create retentive hold. Generally, we intend to grant annual equity awards that are sized to be competitive, and reflect the named executive officer’s performance, as well as factors such as future potential, size and scope of their role, and size of their unvested holdings. Our compensation committee exercises its judgment and discretion, in consultation with our CEO and our independent compensation consultant, to review, provide feedback, and then approve equity grants made to our named executive officers. In April 2024, after a review of Company performance and other factors described above, and in consultation with our CEO, the compensation committee approved RSU grants for each of our named executive officers (with the exception of our CEO - see “2020 CEO Performance Award Update” section below), which based on the May 2024 grant date “fair value” of these awards, were as follows:

  19. Long-Term Incentive

    | Executive | RSU Award Value(1) | | | Ravi Inukonda – Chief Financial Officer | | 9,241,281 | | Prabir Adarkar – Chief Operating Officer and President | | 13,201,829 | | Keith Yandell – Chief Business Officer | | 3,520,409 | | Tia Sherringham – General Counsel and Secretary | | 4,840,592 |

  20. Long-Term Incentive

    (1) The number of RSUs underlying each award was calculated based on the average closing price of a share of our Class A common stock for the market trading days that occurred in April 2024. Awards vest over 16 quarters and had a vesting commencement date of February 20, 2024.

  21. Post-Employment Compensation

    Post-Employment Compensation We maintain an Executive Change in Control and Severance Plan (“Executive Severance Plan”), pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan. This Executive Severance Plan was developed with input from our compensation consultant regarding severance practices at comparable companies, and is designed to serve our retention objectives by providing protection to our executives and other key employees so they can maintain continued focus and dedication to their responsibilities to maximize stockholder value, including during potentially uncertain periods. We believe the benefits provided pursuant to the Executive Severance Plan are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to attract and retain the highest level of talented and experienced executive officers. The Executive Severance Plan is generally intended to be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Executive Severance Plan. Our board of directors has designated each of our named executive officers as a participant under our Executive Severance Plan, eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control” below. In January 2024, after a review of the market competitiveness of our Executive Severance Plan compared to our peer companies, we amended our Executive Severance Plan to provide an enhanced equity acceleration benefit of 12 months in the event a participant is involuntarily terminated without cause and otherwise not in connection with a change in control. Other benefits included in our Executive Severance Plan were unchanged. For more information on our Executive Severance Plan, please refer to the section titled “Potential Payments Upon Termination or Change in Control” below. Deductibility of Executive Compensation. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our chief executive officer and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, except to the extent provided in limited transition relief. In approving the amount and form of compensation for our named executive officers, we generally consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. Taxation of Parachute Payments and Deferred Compensation. We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. Accounting for Stock-Based Compensation. We follow ASC 718 for our stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase our equity securities and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. Insider Trading Policy. We have adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by, among others, our named executive officers. For information regarding our Insider Trading Policy, please refer to the section titled “Board of Directors and Corporate Governance—Insider Trading Policies and Procedures.” Hedging and Pledging Policies. Our Insider Trading Policy prohibits short sales, engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. In addition, our named executive officers are prohibited from pledging any of our securities as collateral for a loan and from holding any of our securities in a margin account. Clawback Policy. We adopted a revised clawback policy in 2023 pursuant to Rule 10D-1 of the Exchange Act. Under our clawback policy, our compensation committee, the independent members of the board of directors, or another committee of the board of directors made up of independent members of the board of directors must determine the amount of Excess Compensation (as defined in the clawback policy), if any, that must be recovered in the event the Company is required to prepare an accounting restatement as a result of material non-compliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The clawback policy is enforceable against each individual who is or was designated as an “officer” by our board of directors in accordance with Exchange Act Rule 16A-1(f) and applies to certain Incentive-Based Compensation (as defined in the clawback policy) that is received by any such officer on or after the effective date of the policy during the three completed fiscal years immediately preceding the accounting restatement.

  22. Post-Employment Compensation

    Equity Award Grant Policy. We have implemented an equity award grant policy that provides that the terms of equity awards are determined by our board, compensation committee, or, with respect to employees other than our executive officers and certain other employees, our equity grant committee, which consists of our Chief Executive Officer and Chief Financial Officer. We do not have a policy or practice to time equity grants based on the release of material non-public information. We generally determine the number of shares subject to an equity award that is initially referenced by a dollar value by dividing that value by the average fair market value of a share of our Class A common stock for the market trading days that occur in the completed calendar month immediately prior to the calendar month in which the award is granted. Further, equity awards are typically approved no later than the 15th of a month with the grants becoming effective on the 20th day of the month following approval. For awards granted to our named executive officers in 2024, our compensation committee approved the award on April 26, 2024 with a grant date of May 6, 2024. The number of shares associated with that grant was determined consistent with the calculation set forth in our equity award grant policy. Policies on the Timing of Option Awards. Item 402(x) of Regulation S-K under the Exchange Act requires us to discuss our policies and practices on the timing of awards of options in relation to the disclosure by us of material non-public information. We do not grant stock options or similar awards and have not granted any such awards to our executive officers since 2018. Accordingly, we do not consider the release of material non-public information in relation to the grant of such awards and do not time such release for the purpose of affecting the value of executive compensation. Risk Assessment. Each year, our compensation committee, in consultation with Semler Brossy, reviews the Company’s compensation plans, policies and practices to identify potential material adverse risks to the Company. Included in the review are all bonus and commission plans and equity plans. In 2024, our compensation committee did not find any plans, policies, or practices reasonably likely to have a material adverse effect on the Company that needed to be disclosed or addressed. Report of the Compensation Committee The leadership development, inclusion and compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the leadership development, inclusion and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and DoorDash's Annual Report on Form 10-K for the year ended December 31, 2024.

  23. Leadership Development, Inclusion & Compensation Committee

    | Name and Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation(2) | Total(2) | | Tony Xu, Chief Executive Officer and Chair | 2024 | $300,000 | $— | $18,518(3) | $318,518 | | | 2023 | $300,000 | $— | $16,275 | $316,275 | | | 2022 | $300,000 | $— | $65 | $300,065 | | Ravi Inukonda, Chief Financial Officer | 2024 | $350,000 | $9,241,281 | $74,181(4) | $9,665,461 | | | 2023 | $345,343 | $12,259,116 | $6,667 | $12,611,126 | | Prabir Adarkar, Chief Operating Officer and President | 2024 | $350,000 | $13,201,829 | $61,779(5) | $13,613,609 | | | 2023 | $350,000 | $15,528,185 | $4,348 | $15,882,533 | | | 2022 | $350,000 | $9,984,058 | $65 | $10,334,123 | | Keith Yandell, Chief Business Officer | 2024 | $350,000 | $3,520,409 | $33,579(6) | $3,903,988 | | | 2023 | $350,000 | $4,494,934 | $6,625 | $4,851,558 | | | 2022 | $350,000 | $4,991,979 | $43 | $5,342,022 | | Tia Sherringham, General Counsel and Secretary | 2024 | $350,000 | $4,840,592 | $158,420(7) | $5,349,012 | | | 2023 | $350,000 | $9,602,978 | $26,607 | $9,979,585 | | | 2022 | $350,000 | $15,513,240 | $— | $15,863,240 |

  24. Leadership Development, Inclusion & Compensation Committee

    | Pay vs. Performance Table | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | Net Income (Loss) $(in millions) (h) | Year End Stock Price (Company Selected Measure) (i) | | 2024 | $318,518 | $313,764,318 | $8,133,018 | $22,629,253 | $89 | $211 | $123 | $168 | | 2023(1) | $316,275 | $244,015,195 | $10,831,201 | $22,342,699 | $52 | $155 | $(558) | $99 | | 2022(1) | $300,065 | $(686,374,575) | $10,468,361 | $(13,402,406) | $26 | $99 | $(1,365) | $49 | | 2021 | $300,297 | $(35,818,623) | $8,474,204 | $22,896,547 | $79 | $140 | $(468) | $149 | | 2020 | $413,669,920 | $796,888,547 | $4,066,452 | $101,965,963 | $75 | $105 | $(461) | $143 |

  25. Relationship between Compensation Actually Paid and Performance

    Relationship between Compensation Actually Paid and Performance The below charts illustrate the relationship between CAP to our PEO and our Other NEOs and TSR, Net Income (loss) and Year End Stock Price. 2020 CEO Performance Award Update In November 2020, our board of directors, in consultation with Semler Brossy, granted an RSU award to Mr. Xu covering 10,379,000 shares of our Class A common stock, which we refer to below as the 2020 CEO Performance Award. This award reflected a determination by our compensation committee (based on an in-depth review) that it would be in the best interests of our stockholders and other stakeholders that we establish a performance-based equity award with vesting terms that are designed to incentivize Mr. Xu to execute on our long-term strategic objectives and build stockholder value. To achieve this alignment, the 2020 CEO Performance Award was designed around the following principles: •Incentivize creating long-term growth: The 2020 CEO Performance Award is only eligible to vest based on our long-term stock price performance. The performance period began on June 9, 2022 which was one and one-half years following the grant date, and ends on the seventh anniversary of the grant date which is November 23, 2027. Furthermore, Mr. Xu must hold any after-tax shares that are issued to him pursuant to the award for at least two years following the date the portion of the award vests. •Require sustained performance for vesting: The 2020 CEO Performance Award is divided into nine tranches that are eligible to vest based on the achievement of stock price goals measured using an average of our stock price over a consecutive 180-day period during the performance period. •Require stretch performance: No portion of the 2020 CEO Performance Award will vest unless our stock price (as measured based on the formula described in the previous bullet) is $187.60/share, and the 2020 CEO Performance Award will vest in full only if our stock price is $501.00/share (as measured based on the formula described in the previous bullet). These amounts reflect increases in share price of 183% and almost 500% from our initial public offering price of $102.00/share, respectively. In 2024, none of the tranches of the 2020 CEO Performance Award were earned. The earliest potential vesting date to earn any of the tranches began in December 2022. EQUITY COMPENSATION PLAN INFORMATION The following table summarizes our equity compensation plan information as of December 31, 2024:

  26. Relationship between Compensation Actually Paid and Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | Equity compensation plans approved by security holders(1) | 30,946,066 | $5.87 | 70,034,797(4) | | Equity compensation plans not approved by security holders(2) | 3,135,840 | $4.55 | 948,440 | | Total | 34,081,906 | $5.72 | 70,983,237 |

  27. Relationship between Compensation Actually Paid and Performance

    (1) Includes the 2014 Plan, the 2020 Plan and the 2020 Employee Stock Purchase Plan (the “ESPP”). (2) Reflects the 2022 Inducement Equity Incentive Plan (the "Inducement Plan"), which was adopted by the Company's board of directors in May 2022. In connection with the Inducement Plan, the Company reserved 9,760,000 shares of Class A common stock to be used for equity-based awards to individuals who were not previously employees or directors of the Company, as a material inducement to the individual's entry into employment with the Company. The Inducement Plan permits the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares. (3) RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price. (4) As of December 31, 2024, an aggregate of 70,034,797 shares of Class A common stock were available for issuance under the 2020 Plan and ESPP. The 2020 Plan provides that on the first day of each year, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 32,493,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our board of directors may determine. On January 1, 2025, the number of shares of Class A common stock available for issuance under the 2020 Plan increased by 20,983,874 shares pursuant to this provision. The increase is not reflected in the table above. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 1, 2025 for: •each of our directors; •each of our named executive officers; •all of our current directors and executive officers as a group; and •each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 398,141,393 shares of our Class A common stock, 25,355,943 shares of our Class B common stock, and no shares of our Class C common stock outstanding as of March 1, 2025. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 1, 2025 or issuable pursuant to RSUs that are subject to vesting and settlement conditions expected to occur within 60 days of March 1, 2025, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o DoorDash, Inc., 303 2nd Street, South Tower, 8th Floor, San Francisco, California 94107. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

  28. Relationship between Compensation Actually Paid and Performance

    | | Amount and nature of beneficial ownership | | | | Percent of Total Voting Power | | | Class A shares | % | Class B shares | % | | | Executive Officers and Directors: | | | | | | | Tony Xu(1)(2) | 1,500 | *% | 11,283,325 | 41.8% | 24.1% | | Shares subject to voting proxies(2) | — | —% | 15,748,398 | 62.0% | 34.8% | | Total | 1,500 | *% | 27,031,723 | 100.0% | 57.6% | | Prabir Adarkar(3) | 1,050,716 | *% | — | —% | *% | | Ravi Inukonda(4) | 149,247 | *% | — | —% | *% | | Tia Sherringham(5) | 1,250 | *% | — | —% | *% | | Keith Yandell(6) | 41,485 | *% | — | —% | *% | | Jeffrey Blackburn(7) | 491 | *% | — | —% | *% | | Shona L. Brown(8) | 47,691 | *% | — | —% | *% | | L. John Doerr(9) | 864,158 | *% | — | —% | *% | | Andy Fang(10) | 7,442 | *% | 6,239,889 | 24.6% | *% | | Alfred Lin(11) | 559,960 | *% | — | —% | *% | | Elinor Mertz(12) | 9,081 | *% | — | —% | *% | | Diego Piacentini(13) | 9,433 | *% | — | —% | *% | | Ashley Still(14) | 3,974 | *% | — | —% | *% | | Stanley Tang(15) | 22,982 | *% | 4,413,867 | 17.4% | *% | | All current executive officers and directors as a group (14 persons)(16) | 2,769,410 | *% | 21,937,081 | 81.2% | 47.0% | | 5% Stockholders: | | | | | | | Entities affiliated with Sequoia Capital(17) | 31,198,373 | 7.8% | — | —% | 3.4% | | The Vanguard Group(18) | 29,303,496 | 7.4% | — | —% | 3.2% |

  29. Relationship between Compensation Actually Paid and Performance

    *Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. (1) Consists of (i) 1,500 shares of Class A common stock and 3,238,536 shares of Class B common stock held of record by Mr. Xu, (ii) 305,425 shares of Class B common stock held of record by Mr. Xu, as Trustee of Article 3 Trust Under OBX Family Trust, (iii) 305,425 shares of Class B common stock held of record by Mr. Xu, as Trustee of Article 3 Trust Under TBX Family Trust, (iv) 288,650 shares of Class B common stock held of record by Mr. Xu, as Trustee of Article 4 Trust Under Library Trust, (v) 1,643,690 shares of Class B common stock held of record by Mr. Xu, as Trustee of Article 2 Trust Under TXX Annuity Trust #3, (vi) 1,744,157 shares of Class B Common Stock held of record by Mr. Xu, as Trustee of Article 3 Trust Under TXX Annuity Trust #1, (vii) 2,113,302 shares of Class B Common Stock held of record by Mr. Xu, as Trustee of Article 3 Trust Under TXX Annuity Trust #2, and (viii) 1,644,140 shares of Class B common stock subject to stock options exercisable within 60 days of March 1, 2025. (2) Messrs. Xu, Fang, and Tang have entered into a voting agreement and irrevocable proxy, pursuant to which Mr. Xu has the authority (and irrevocable proxy) to direct the vote and vote the shares of Class B common stock held by Messrs. Fang and Tang and their respective permitted entities and permitted transferees, at his discretion on all matters to be voted upon by stockholders. (3) Consists of (i) 682,166 shares of Class A common stock held of record by Mr. Adarkar and (ii) 368,550 shares of Class A common stock subject to stock options exercisable within 60 days of March 1, 2025. (4) Consists of (i) 129,047 shares of Class A common stock held of record by Mr. Inukonda and (ii) 20,200 shares of Class A common stock subject to stock options exercisable within 60 days of March 1, 2025. (5) Consists of 1,250 shares of Class A common stock subject to stock options exercisable within 60 days of March 1, 2025. (6) Consists of 41,485 shares of Class A common stock held of record by Mr. Yandell. (7) Consists of (i) 446 shares of Class A common stock held of record by Mr. Blackburn and (ii) 45 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 1, 2025. (8) Consists of 47,691 shares of Class A common stock held of record by Ms. Brown. (9) Consists of (i) 33,818 shares of Class A common stock held by KPCB DGF II Associates, LLC, the managing member of KPCB Digital Growth Fund II, LLC, and KPCB Digital Growth Founders Fund II, LLC (collectively, the “Kleiner entities”), (ii) 368,046 shares of Class A common stock held of record by Vallejo Ventures Trust for which Mr. Doerr and his spouse serve as trustees, and (iii) 462,294 shares of Class A common stock held of record by various investment entities controlled by Mr. Doerr. The managing members of KPCB DGF II Associates, LLC (Mr. Doerr, Mary Meeker and Theodore E. Schlein) exercise shared voting and dispositive control over the shares of Class A common stock held by the Kleiner entities. Mr. Doerr disclaims beneficial ownership over the shares of Class A common stock held by the Kleiner entities except to the extent of his pecuniary interest therein. (10) Consists of (i) 7,442 shares of Class A common stock and 50,285 shares of Class B common stock held of record by Mr. Fang and (ii) 6,189,604 shares of Class B common stock held of record by Mr. Fang, as Trustee of The AF Living Trust UTA dated 9/4/19. (11) Consists of (i) 3,424 shares of Class A common stock held of record by Mr. Lin and (ii) 556,536 shares of Class A common stock held by an estate planning vehicle. Excludes shares of Class A common stock held by the entities affiliated with Sequoia Capital identified in footnote 17 below. Mr. Lin is a Partner at Sequoia Capital and is a director and stockholder of SC US (TTGP), Ltd. Mr. Lin disclaims beneficial ownership over the shares of Class A common stock held by the entities affiliated with Sequoia Capital identified in footnote 17 below, except to the extent of his pecuniary interest therein. (12) Consists of (i) 9,008 shares of Class A common stock held of record by Ms. Mertz and (ii) 73 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 1, 2025. (13) Consists of (i) 5,635 shares of Class A common stock held of record by Mr. Piacentini, (ii) 3,719 shares of Class A common stock held of record by View Different Inc., of which Mr. Piacentini is Managing Director and a stockholder, and (iii) 79 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 1, 2025. (14) Consists of (i) 3,911 shares of Class A common stock held of record by Ms. Still and (ii) 63 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 1, 2025. (15) Consists of (i) 22,982 shares of Class A common stock and 100,137 shares of Class B common stock held of record by Mr. Tang, (ii) 4,282,090 shares of Class B common stock held of record by Mr. Tang, as Trustee of The ST Trust under agreement dated October 2, 2019, and (iii) 31,640 shares of Class B common stock subject to stock options exercisable within 60 days of March 1, 2025. (16) Consists of (i) 2,379,150 shares of Class A common stock and 20,261,301 shares of Class B common stock beneficially owned by our executive officers and directors, (ii) 390,000 shares of Class A common stock and 1,675,780 shares of Class B common stock subject to stock options exercisable within 60 days of March 1, 2025, and (iii) 260 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 1, 2025. (17) Based solely on a Form 4 filed with the SEC on February 21, 2025, consists of (i) 27,663,231 shares of Class A common stock held of record by Sequoia Capital Fund, L.P. ("SCF") and (ii) 3,535,142 shares of Class A common stock held of record by Sequoia Capital Fund Parallel, LLC ("SCFP"). SC US (TTGP), Ltd. is the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of SCF and SCFP. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. The address for each of the Sequoia Capital entities identified in this footnote is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025. (18) Based solely on a Schedule 13G filed with the SEC on February 13, 2024, consists of 29,303,496 shares of Class A common stock held of record by The Vanguard Group. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS In addition to the compensation arrangements, including employment, termination of employment, and change in control arrangements, discussed in the sections titled “Board of Directors and Corporate Governance—Director Compensation” and “Executive Compensation,” the following is a description of each transaction and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which: •the amounts involved exceeded or will exceed $120,000; and •any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.