DEF 14A of Trade Desk, Inc., Apr 9, 2025

DEF 14A of Trade Desk, Inc.

Filed Apr 9, 2025 · FY20240001671933-25-000048

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In voting on the election of our director nominees, stockholders may: •Vote in favor of all nominees; •Vote in favor of specific nominees; or •Withhold votes as to specific nominees. Assuming a quorum is present; directors will be elected by a plurality of the votes cast. Our bylaws provide that the authorized number of directors shall be determined from time to time by resolution of the board of directors, provided the board of directors shall consist of at least one (1) member. Our board of directors is currently comprised of eight (8) directors. Our articles of incorporation provides that our board of directors shall be divided into three classes, each consisting of as nearly one-third of the total number of directors as possible. Each class of directors serves a three-year term expiring at the annual meeting of stockholders in the year listed in the table below:

  2. ELECTION OF DIRECTORS

    | Class I (2026) | Class II (2027) | Class III (2025) | | Jeff T. Green | Samantha Jacobson | Lise J. Buyer | | Andrea L. Cunningham | Gokul Rajaram | Kathryn E. Falberg | | Alex Kayyal | | David B. Wells |

  3. ELECTION OF DIRECTORS

    Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated Lise J. Buyer and Kathryn E. Falberg for election as Class III directors, each to serve a three-year term that expires at the annual meeting of stockholders in 2028 and until her successor is duly elected and qualified. Mses. Buyer and Falberg and Mr. Wells are currently serving as Class III directors. Mses. Buyer and Falberg have consented to serve for a new term. Mr. Wells’s current term as a Class III director will expire immediately prior to our Annual Meeting and he will not stand for re-election at the Annual Meeting. Effective immediately upon the cessation of Mr. Wells’s term as a director, the authorized number of directors will be reduced to seven (7). Directors listed in Class I and Class II above are not being elected this year and will continue in office for the remainder of their terms, as described above, unless such directors resign or their service as directors otherwise ceases in accordance with our articles of incorporation or bylaws.

  4. Information Concerning Director Nominees

    Information Concerning Director Nominees The name and age of each nominee for director, her position with us, the year in which she first became a director, and certain biographical information as of April 9, 2025 is set forth below:

  5. Information Concerning Director Nominees

    | Name | Age | Positions and Offices Held with the Company | Director Since | | Lise J. Buyer | 65 | Lead Independent Director | March 2019 | | Kathryn E. Falberg | 64 | Director | August 2016 |

  6. Information Concerning Director Nominees

    Lise J. Buyer has served as a member of our board of directors since March 2019, and she was appointed as lead independent director in February 2021. Since 2006, Ms. Buyer has served as a partner of Class V Group LLC, a consulting firm she co-founded that advises companies on initial public offerings and other market strategies. From August 2005 to August 2006, she served as vice president of Tellme Networks, Inc., a private Internet telephone business. Between April 2003 and August 2005, Ms. Buyer served as the director of business optimization at Google. From September 2002 to March 2003, she served as a consultant and the director of research for Vista Research LLC, an independent equity research firm in New York, New York. From May 2000 to July 2002, she was a general partner at Technology Partners, a Palo Alto, California venture capital firm. Ms. Buyer was the director of internet/new media research at Credit Suisse First Boston from July 1998 to May 2000. Prior to that, she spent six years as vice president at T. Rowe Price Group, Inc. working predominantly on its Science and Technology Fund, and the preceding nine years as an institutional equity investor and analyst of both the technology and media industries. Ms. Buyer served on the board of directors of publicly traded Greenfield Online Inc., an online survey company, from April 2004 until it was acquired by Microsoft Corporation. Ms. Buyer received a B.A. in Economics and Geology from Wellesley College and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University. We believe that Ms. Buyer is qualified to serve on our board of directors due to her extensive management experience, high-growth company background and strategic leadership track record. Kathryn E. Falberg has served as a member of our board of directors since August 2016. Ms. Falberg served as executive vice president and chief financial officer of Jazz Pharmaceuticals, PLC, a biopharmaceutical company, from March 2012 to March 2014 after serving as senior vice president and chief financial officer since December 2009. From 2001 through 2009, Ms. Falberg worked with a number of smaller companies, including AdECN, Inc. (“AdECN”), while serving as a corporate director and audit committee chair for several companies. Ms. Falberg was with Amgen from 1995 through 2001, where she served as senior vice president, finance and strategy and chief financial officer and before that as vice president, controller and chief accounting officer, and vice president, treasurer. Ms. Falberg currently serves on the board of directors of publicly traded Arcus Biosciences, Inc., and Nuvation Bio, and previously served on a number of boards including publicly traded Tricida, Inc., Urogen Pharma Ltd., Aimmune Therapeutics, Inc., Axovant Sciences Ltd., BioMarin Pharmaceutical Inc, Medivation, Inc., Halozyme Therapeutics, Inc., and aTyr Pharma, Inc. Ms. Falberg received a B.A. in Economics and an M.B.A. from the University of California, Los Angeles and is a Certified Public Accountant (inactive). We believe that Ms. Falberg is qualified to serve on our board of directors due to her extensive management experience, strategic leadership track record and service on other boards of directors.

  7. Information Concerning Current Directors and Directors Continuing in Office

    Information Concerning Current Directors and Directors Continuing in Office The name and age of each director currently or continuing in office, his or her position with us, the year in which he or she first became a director, and certain biographical information as of April 9, 2025 is set forth below:

  8. Information Concerning Current Directors and Directors Continuing in Office

    | Name | Age | Positions and Offices Held with the Company | Director Since | | Andrea L. Cunningham | 68 | Class A Director | January 2022 | | Jeff T. Green | 48 | President and Chief Executive Officer, Chairman | November 2009 | | Samantha Jacobson | 40 | Chief Strategy Officer, Director | January 2024 | | Alex Kayyal | 41 | Director | February 2025 | | Gokul Rajaram | 50 | Director | May 2018 | | David B. Wells | 53 | Director | December 2015 |

  9. Information Concerning Current Directors and Directors Continuing in Office

    Andrea L. Cunningham has served as a member of our board of directors since January 2022. Since 2012, Ms. Cunningham has served as the president of Cunningham Collective, a consulting firm she founded that advises companies on marketing, brand and communication strategies. Under the umbrella of Cunningham Collective and her previous firm, CXO Communications, she has held various senior marketing positions at various companies, including serving as Chief Marketing Officer for Avaya Inc., a cloud communications company, from 2014 to 2015. Ms. Cunningham currently serves on the boards of directors of numerous private companies, and previously served on the boards of directors of RhythmOne plc (formerly Blinkx), a digital advertising technology company then-traded on the London Stock Exchange, from February 2016 to February 2018. Ms. Cunningham received a B.A. in English from Northwestern University and completed the Harvard Business School Executive Education program. Ms. Cunningham currently serves as a representative of the holders of our Class A common stock. For more information, see “Information About the Board of Directors and Corporate Governance-Class A Director.” We believe that Ms. Cunningham is qualified to serve on our board of directors due to her extensive management experience, track record at other technology companies and industry background. Jeff T. Green co-founded The Trade Desk and has served as our president and chief executive officer and as a member of our board of directors since November 2009. Prior to joining The Trade Desk, from May 2004 to October 2009, Mr. Green founded AdECN, the world’s first online advertising exchange, and served as its chief operating officer, where he led strategy, product and business development until it was acquired by Microsoft in 2007. At Microsoft Corporation, Mr. Green oversaw the AdECN exchange business, as well as all reseller and channel partner business. Mr. Green has also played a leadership role in the ad tech industry, having served on the Networks and Exchanges Quality Assurance Guidelines Committee for the Internet Advertising Bureau (“IAB”) from 2011 to 2012. At IAB, Mr. Green led working groups that established rules and best practices for acquiring inventory and set data transaction standards. We believe that Mr. Green is qualified to serve on our board of directors due to his extensive management experience and sophisticated industry background. Samantha Jacobson has served as a member of our board of directors since January 2024 and as our chief strategy officer since February 2022. Prior to her appointment as our chief strategy officer, Ms. Jacobson served as Vice President, Strategic Partnerships. Before joining The Trade Desk in 2021, Ms. Jacobson served as Vice President of Strategy and Business Development at Oracle from March 2019 to March 2021 and as Senior Director of Strategy and Business Development for Oracle Data Cloud from April 2015 to March 2019. Ms. Jacobson received a B.S.E in Finance and Management from The Wharton School at the University of Pennsylvania and an M.B.A. from the Harvard Business School. We believe that Ms. Jacobson is qualified to serve on our board of directors due to her extensive management experience leading strategic initiatives and industry background. Alex Kayyal has served as a member of our board of directors since February 2025. Mr. Kayyal invests in and advises technology companies. Mr. Kayyal has served as a general partner at Lightspeed Venture Partners (“Lightspeed”), a global venture capital firm, since February 2023. Prior to Lightspeed, Mr. Kayyal held various executive roles at Salesforce, Inc. from May 2015 to February 2023, including senior vice president and managing partner of Salesforce Ventures LLC. From 2013 to 2015, Mr. Kayyal helped establish Hermes Growth Partners, a growth equity firm focused on technology investments. Mr. Kayyal received a B.A. in Economics and International Relations from Boston University and an M.B.A. from the Harvard Business School. We believe that Mr. Kayyal is qualified to serve on our board of directors due to his extensive management and financial experience, high-growth company background and strategic leadership track record. Gokul Rajaram has served as a member of our board of directors since May 2018. Mr. Rajaram invests in and advises technology companies. Mr. Rajaram served on the executive team at DoorDash Inc. (“DoorDash”) from November 2019 until April 2024, after DoorDash acquired a food delivery business owned by Square, Inc. (“Square”) called Caviar, Inc. (“Caviar”), where he served as the Lead for Caviar. Prior to DoorDash, Mr. Rajaram worked as the Product Engineering Lead from July 2013 to October 2019 at Square, where he led several product development teams and served on Square’s executive team. Before joining Square in July 2013, Mr. Rajaram served as Product Director, Ads at Facebook, Inc. from August 2010 to July 2013, where he helped Facebook transition its advertising business to become mobile-first. Mr. Rajaram served as Product Management Director for Google AdSense from January 2003 to November 2007, where he helped launch the product and grow it into a substantial portion of Google’s business. Mr. Rajaram has served on the boards of directors of Coinbase Inc. since August 2020 and publicly traded Pinterest, Inc. since February 2020. He also served on the board of directors of publicly traded RetailMeNot, Inc. from September 2013 until it was taken private in May 2017. Mr. Rajaram received a B. Tech in Computer Science from the Indian Institute of Technology Kanpur, an M.S. in Computer Science from the University of Texas and an M.B.A. from the Massachusetts Institute of Technology Sloan School of Management. We believe that Mr. Rajaram is qualified to serve on our board of directors due to his extensive entrepreneurial background, strategic leadership track record and service on other boards of directors of technology companies. David B. Wells has served as a member of our board of directors since December 2015. Mr. Wells served as the chief financial officer of Netflix, Inc., a media-services provider, for eight years, retiring in early 2019 after nearly 15 years with the company and having served as vice president of financial planning and analysis prior to chief financial officer. Mr. Wells is also a lead independent director for public direct to consumer healthcare company HIMS, where he is audit chair, and is the chairman of the board and a member of the remuneration committee (formerly the senior independent director) for UK based fintech company WISE PLC. Mr. Wells received a B.S. in Commerce and English from the University of Virginia and an M.B.A./M.P.P. Magna Cum Laude from the University of Chicago. Mr. Wells’s term as a director will expire immediately prior to the Annual Meeting. PROPOSAL TWO:

  10. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  11. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following: •personal and professional integrity; •ethics and values; •experience in corporate management, such as serving as an officer or former officer of a publicly held company; •experience in the industries in which we compete; •experience as a board member or executive officer of another publicly held company; •diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; •conflicts of interest; and •practical and mature business judgment. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Although the nominating and corporate governance committee may consider whether nominees assist in achieving a mix of board members that represents a diversity of background and experience, we have no formal policy regarding board diversity.

  12. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Based on our overall operating environment and these results, the compensation committee took the following key actions with respect to the compensation of our NEOs for and in connection with 2024: •Base Salary: Approved annual base salary increases for each of our NEOs, including a base salary increase to $1,200,000 for our CEO. •Annual Cash Incentive Awards: Approved annual cash incentive awards of $5,195,318 for our CEO and $1,298,829 for each of Ms. Schenkein, Mr. Grant and Ms. Jacobson. •Long-Term Incentive Compensation: Granted long-term incentive compensation opportunities in the form of time-based restricted stock awards covering our Class A common stock and options to purchase shares of our Class A common stock, with an aggregate grant date fair value of approximately $9.7 million to each of Ms. Schenkein, Mr. Grant and Ms. Jacobson. •2021 CEO Performance Option: Granted Mr. Green a market-based performance stock option in 2021 to purchase up to 16,000,000 shares of our Class A common stock (at target) if specified goals for the per share price of our Class A common stock (ranging from $90.00 to $340.00 per share) and certain other vesting conditions are satisfied. Assuming achievement of the share price goals, the number of shares otherwise purchasable pursuant to the stock option may be decreased or increased by up to 20% based on the relative total shareholder return (“TSR”) of our Class A common stock compared to the TSR of the Nasdaq-100 Index at each vesting tranche. On November 8, 2024, the second tranche of the CEO Performance Option vested upon certification by the Company’s board of directors, resulting in 2.4 million of additional exercisable options. The exercise price of these stock options is $68.29 per share.

  13. Executive Compensation Program Design

    Executive Compensation Program Design Our current practice is to combine a mixture of compensation elements that balance achievement of our short-term goals with the creation of sustainable long-term stockholder value. We provide short-term annual cash incentive award opportunities which focus on our yearly operating results, and we provide long-term incentive compensation opportunities in the form of equity awards. We do not have a specific policy on the percentage allocation between short-term and long-term incentive compensation elements. We also believe that the compensation of our CEO should be primarily influenced by our overall financial performance. The compensation committee endeavors to set the compensation of our CEO within a range of compensation provided to similarly-situated chief executive officers of the companies in our compensation peer group, as adjusted by its consideration of the particular factors influencing our performance.

  14. Chief Executive Officer Compensation Philosophy

    Chief Executive Officer Compensation Philosophy At The Trade Desk, our executive compensation philosophy is anchored in long-term stockholder value creation. In 2021, the Company awarded a ten-year stock-based performance grant to our CEO, Jeff Green. This award vests only upon achievement of certain share price targets with the first two tranches having vested and the next tranche vesting at $145 and the highest tranche vesting at $340. The Committee, in conjunction with outside advisors, annually evaluates the effectiveness of the CEO compensation program including evaluating whether to recommend an annual equity grant. We believe the Performance Option continues to be effective in incentivizing our CEO to drive innovation and strive for strong growth over the remainder of the ten-year term. We also recognize the importance of maintaining a baseline annual compensation level sufficient to provide consistent motivation as market conditions vary from year to year. In 2023, the Committee granted an annual equity award to our CEO. There were no such grants in 2022 or 2024. The Committee plans to recommend an annual grant for Mr. Green in 2025 and expects it is likely to do so in subsequent years to ensure consistent alignment between CEO incentives and stockholder outcomes. We recognize that our program differs from the “one size fits all” approach often promoted by major proxy advisory firms. In our view, these frameworks fail to account for the specific context and long-term vision of founder-led companies like The Trade Desk. This long-term philosophy is not exclusive to our executive team. Across the Company, we prioritize stock-based compensation that vests over several years. This encourages employees to think and act like owners, because they are. We believe this approach has been critical to our ability to consistently deliver strong stockholder returns during our eight years as a public company.

  15. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2024, the compensation committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for senior executives and with the data analysis and selection of the compensation peer group. For 2024, the scope of Compensia’s engagement included, among other things: •a review of our compensation philosophy and practices; •the research, development, review, and updating of our compensation peer group; •the review and analysis of the compensation for our executive officers, including our CEO and our other NEOs; •the review of our incentive compensation plan design; •the review and analysis of the compensation for our non-employee directors; and •support on other ad hoc matters throughout the year. The terms of Compensia’s engagement include reporting directly to the compensation committee and to the compensation committee chair. Compensia also coordinates with our management for data collection and job matching for our executive officers. The compensation committee has evaluated Compensia’s independence pursuant to the listing standards of the Nasdaq and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Compensia. In addition, the compensation committee evaluates the independence of its other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors to ensure that their work for the compensation committee does not raise any conflicts of interest.

  16. Competitive Positioning

    Competitive Positioning For purposes of comparing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of advertising technology, software as a service and other technology companies that are similar to us in terms of revenue, profitability, growth and market capitalization. In 2024, with the assistance of Compensia, the compensation committee reviewed and updated our compensation peer group to reflect our increasing market capitalization and revenue size, and account for acquisitions of peer companies. The companies in this compensation peer group were selected on the basis of their similarity to us, based on the following criteria: •publicly traded companies headquartered in North America; •similar industry and competitive market for talent (advertising, software, data and Internet software and services); •similar annual revenue size with a median of approximately $3 billion; •similar market capitalization with a median of approximately $27 billion; •product and business model similarity; •high growth (generally greater than 20% growth over the last four fiscal quarters); and •high market capitalization to revenue multiple and high market capitalization to EBITDA multiple. As a result, in February 2024, the compensation committee approved a revised compensation peer group for 2024 consisting of the following companies:

  17. Competitive Positioning

    | Cadence Design Systems | Roku | | Cloudflare | ServiceNow | | CrowdStrike Holdings | Shopify | | Datadog | Snap | | DocuSign | Snowflake | | Fortinet | Splunk | | HubSpot | Twilio | | MongoDB | Workday | | Okta | Zoom Video Communications | | Palo Alto Networks | ZoomInfo Technologies | | Pinterest | Zscaler |

  18. Competitive Positioning

    The compensation committee uses data drawn from our compensation peer group to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including base salary, target short-term annual cash incentive award opportunities and long-term incentive compensation.

  19. Individual Compensation Elements

    | Element | Compensation Element | Objective | | Base Salary | Cash | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Short-Term Annual Cash Incentive Awards | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long-Term Incentive Compensation | Equity awards in the form of restricted stock awards covering shares of our Class A common stock and options to purchase shares of Class A common stock | Designed to align the interests of our executives and our stockholders by motivating our executives to create sustainable long-term stockholder value |

  20. Base Salary

    Base Salary Base salary represents the fixed portion of the compensation of our executive officers, including our NEOs, and is an important element of compensation intended to attract and retain highly talented individuals. Using the competitive market data provided by Compensia, the compensation committee reviews and determines appropriate adjustments to the base salaries for each of our executive officers, including our NEOs, as part of its annual executive compensation review. Generally, the compensation committee sets the base salaries of our executive officers with reference to the competitive range of the market median of our compensation peer group and relevant executive compensation survey data, and considers the factors described in “Executive Compensation Governance—Compensation-Setting Process” above. In February and April 2024, the compensation committee approved the 2024 annual base salaries for our executive officers, including our NEOs, as follows: $1,200,000 for Mr. Green and $600,000 for Mr. Grant each of Mses. Schenkein and Jacobson. In making these decisions, the compensation committee considered the factors described in “Executive Compensation Governance—Compensation-Setting Process” above and reviewed data drawn from the compensation peer group as approved in February 2024 and relevant executive compensation survey data. The 2024 annual base salaries for our NEOs were increased relative to their 2023 annual base salaries as follows:

  21. Short-Term Annual Cash Incentive Awards

    Short-Term Annual Cash Incentive Awards We use a short-term annual cash incentive award plan to motivate our executive officers, including our NEOs, to achieve our key annual business objectives. In February 2024, the compensation committee adopted a short-term annual cash incentive plan for 2024 (the “2024 Cash Incentive Plan”) to provide financial incentives for us to meet or exceed the revenue targets established under our 2024 annual operating plan. The short-term annual cash incentive award payments are paid to our NEOs in quarterly installments no later than 60 days following the end of the applicable calendar quarter assuming the underlying performance measure is achieved for that quarter. Such quarterly installments are subject to a quarterly cap of 40% of the annual target with any cumulative overperformance paid out in the fourth quarter payment and the NEO’s continued employment through the end of the applicable calendar quarter. Target Short-Term Annual Cash Incentive Award Opportunities The target short-term annual cash incentive award opportunities for our executive officers, including our NEOs, were recommended to the compensation committee by our CEO (except with respect to his own target short-term annual cash incentive award opportunity), and approved by the compensation committee. The determination of target short-term annual cash incentive award opportunities was based on the factors described in “Executive Compensation Governance-Compensation-Setting Process” above and a review of data drawn from the compensation peer group as approved in February 2024 and relevant executive compensation survey data. In February 2024, the compensation committee approved the target short-term annual cash incentive award opportunities for 2024 for our executive officers, including our NEOs. As a percentage of base salary, the target short-term annual cash incentive award opportunities were as follows: 200% for Mr. Green and 100% for Mr. Grant and Mses. Schenkein and Jacobson. Performance Measure For purposes of the 2024 Cash Incentive Plan, the compensation committee, upon the recommendation of our CEO, selected revenue as the corporate performance measure for determining the annual cash incentive awards for our executive officers, including our NEOs, for the year. The compensation committee selected this performance measure based on its belief that revenue was the financial metric that was most important to our stockholders in 2024. Cash Incentive Plan Formula For purposes of the 2024 Cash Incentive Plan, target short-term annual cash incentive award payments were determined based on a bonus factor applied against our actual revenue generated for the year. The bonus factor for our CEO was set at 0.02207% of revenue if our revenue for the year was at least $2,175 million. The bonus factor increased with each incremental $10 million in revenue between $2,175 million and $2,475 million, at which point the bonus factor was set at 0.24242% of our total revenue. Our target performance level for 2024 was $2,335 million of revenue, producing a bonus factor of 0.10278%, which would result in a target short-term annual cash incentive award payment of $2,400,000 for our CEO (i.e., 200% of annual base salary for Mr. Green). The bonus factor for each of our other NEOs was set at 0.00552% of revenue if our revenue for the year was at least $2,175 million. The bonus factor increased with each incremental $10 million in revenue between $2,175 million and $2,475 million, at which point the bonus factor was set at 0.06061% of our total revenue. Our target performance level for 2024 was $2,335 million of revenue, producing a bonus factor of 0.02570%, which would result in a target short-term annual cash incentive award payment of $600,000 for each NEO (i.e., 100% of annual base salary for Mr. Grant and Mses. Schenkein and Jacobson). Annual Cash Incentive Award Payments Based on $2,445 million of annual revenue and an averaged bonus factor of 0.21250% and 0.05313% for Mr. Green and the other NEOs, respectively, the aggregate actual cash incentive award payments earned under the 2024 Cash Incentive Plan, as paid on a quarterly basis, were $5,195,318 for Mr. Green and $1,298,829 for each of Ms. Schenkein, Mr. Grant and Ms. Jacobson. The short-term annual cash incentive award payments made to our NEOs for 2024 are set forth in “Information Regarding Compensation of Executive Officers and Non-Employee Directors-2024 Summary Compensation Table.”

  22. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers, including our NEOs, to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted by the compensation committee. The amount and forms of such equity awards are determined by the compensation committee after considering the factors described in “Executive Compensation Governance-Compensation-Setting Process” above and reviewing data drawn from the compensation peer group, as approved in February 2024. Equity awards are granted to align management interests with that of our stockholders, as management is only rewarded when there is an increase in stockholder value. Multi-year-vesting is used for such equity awards for retention purposes and to foster long-term alignment with stockholder interests. The amounts of the equity awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities at the 75th percentile relative to the competitive market for similar roles and positions for our executive officers as a group, taking into consideration business results, internal equity, experience and individual performance. 2024 Equity Awards In April 2024, the compensation committee determined that the equity awards to be granted to our executive officers, including our NEOs, should be in the form of time-based restricted stock awards for shares of our Class A common stock (“RSAs”) and options to purchase shares of our Class A common stock (“Stock Options”). In April 2024, the compensation committee approved a target equity amount of $10 million for each of Ms. Schenkein, Mr. Grant and Ms. Jacobson, split evenly between RSAs and Stock Options. There were no new equity awards approved for Mr. Green in 2024. The quantity of equity awards granted was based on the average closing stock price for a share of our Class A common stock for 45 consecutive trading days ending on, and including, the grant dates. Based on this methodology, in April 2024, Ms. Schenkein, Mr. Grant and Ms. Jacobson were each granted 60,074 of RSAs and options to purchase 121,684 of our Class A common stock, with an aggregate fair value of $9,740,467. The RSAs vest in equal quarterly installments over a four-year period, with 1/16th of the shares subject thereto vesting on August 15, 2024, and 1/16th of the shares subject thereto vesting on each quarterly anniversary thereafter, contingent upon the NEO remaining continuously employed by us through each applicable vesting date. The stock options vest and become exercisable over a four-year period, with 1/48th of the shares subject thereto vesting on each monthly anniversary of the applicable vesting commencement date, contingent upon the NEO remaining continuously employed by us through each applicable vesting date. The stock options granted to our NEOs are intended to qualify as “incentive stock options” to the maximum extent permitted under the applicable tax regulations. These equity awards were granted pursuant to the terms and conditions of The Trade Desk, Inc. 2016 Incentive Award Plan (the “2016 Incentive Award Plan”). The equity awards granted to our NEOs in 2024 are set forth in “Information Regarding Compensation of Executive Officers and Non-Employee Directors-2024 Summary Compensation Table,” and “Information Regarding Compensation of Executive Officers and Non-Employee Directors-2024 Grants of Plan-Based Awards Table.” 2021 CEO Performance Option In recognition of the pivotal role Mr. Green has played in our growth and success since our founding and our initial public offering, our board of directors approved the grant of a market-based performance stock option (the “Performance Option”) to Mr. Green in October 2021. The Performance Option is a long-term, stockholder-aligned incentive that is intended to provide significant motivation to Mr. Green to continue to concentrate his efforts on building our business in a manner that ensures sustainable long-term valuation creation for our stockholders. To this end, the compensation committee, with the assistance of Compensia, designed the Performance Option such that it will only vest (and become exercisable) if the price per share of our Class A common stock reaches certain ambitious price goals, with the number of shares vesting (and becoming exercisable) for each tranche increased or decreased depending on our Class A common stock’s performance relative to the Nasdaq-100 Index, as further described below. With this design, the Performance Option only vests at ambitious targets where our stockholders have already accrued significant market value after the date of grant. Under the Performance Option, if pre-established per share stock price targets for our Class A common stock (ranging from $90.00 to $340.00 per share) are achieved and certain other vesting conditions are satisfied, Mr. Green may purchase 16,000,000 shares of our Class A common stock (at target), subject to adjustment as discussed below. The exercise price for the Performance Option is $68.29 per share, which was the closing price of our Class A common stock on October 6, 2021, the grant date of the Performance Option. The number of shares of our Class A common stock otherwise purchasable under each vesting tranche of the Performance Option may be increased or decreased from target by up to 20% based on the relative TSR of our Class A common stock as compared to the TSR of the Nasdaq-100 Index. The resulting number of shares as so adjusted is referred to herein as the “Eligible Option Shares.” The Performance Option was granted under the 2016 Incentive Award Plan. The shares of our Class A common stock subject to the Performance Option vest and become exercisable in eight tranches over a ten-year term following certification by our board of directors to the extent that the average closing price per share of our Class A common stock on the Nasdaq Global Select Market measured over any 30-consecutive-trading-day period equals or exceeds the applicable per-share stock price target, as set forth in the following table, subject to adjustment for dividends, stock splits, combinations, reorganizations, reclassifications, or similar events (the “Stock Price Achievements”):

  23. Long-Term Incentive Compensation

    | | | Number of Shares Subject to Performance Option | | | | Vesting Tranche | Stock Price Achievement Vesting Condition ($) | <50th Percentile against Nasdaq‑100 Index | Target Shares(1) | >75th Percentile against Nasdaq‑100 Index | | 1 | 90.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 2 | 115.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 3 | 145.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 4 | 185.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 5 | 225.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 6 | 260.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 7 | 300.00 | 1,600,000 | 2,000,000 | 2,400,000 | | 8 | 340.00 | 1,600,000 | 2,000,000 | 2,400,000 |

  24. Long-Term Incentive Compensation

    (1) If the applicable Stock Price Achievement falls between the 50th and 75th percentiles of the Nasdaq-100 Index, the number of Eligible Option Shares that will vest (and become exercisable) will be interpolated on a linear basis, as described below. The number of Target Shares set forth in the table above may be increased or decreased, based on the greatest result of three tests tied to our stock price performance relative to performance of the companies comprising the Nasdaq‑100 Index as of the grant date. The number of Eligible Option Shares that will vest with respect to each Vesting Tranche if the applicable Stock Price Achievement is met will be 2,000,000 shares, with the possibility of an adjustment (either an increase or a decrease) of up to 400,000 shares for each respective Vesting Tranche. If the applicable Stock Price Achievement falls above the 75th percentile of the Nasdaq-100 Index, the number of Eligible Option Shares that will vest will be increased by 400,000 shares. If the applicable Stock Price Achievement falls below the 50th percentile of the Nasdaq-100 Index, the number of Eligible Option Shares that will vest will be decreased by 400,000 shares. If the applicable Stock Price Achievement falls between the 50th and 75th percentiles of the Nasdaq-100 Index, the number of Eligible Option Shares that will vest will be adjusted using linear interpolation between a 0% adjustment (at the 50th percentile) and a +20% adjustment (at the 75th percentile). For the first four years following the date of grant of the Performance Option, the Eligible Option Shares will vest (and become exercisable) with respect to each Vesting Tranche subject to Mr. Green’s continued service as our CEO as of the applicable vesting date; thereafter, the Eligible Option Shares vest (and become exercisable) with respect to each Vesting Tranche subject to Mr. Green’s continued service as of the applicable vesting date as our CEO or in another role to be determined by our board of directors. In the event of a Change in Control (as defined in the 2016 Incentive Award Plan) that occurs prior to the full vesting of the Performance Option, the number of Eligible Option Shares that will vest will be determined based on the per-share consideration for the Class A common stock received in such Change in Control, as determined by the compensation committee, in accordance with the table above, using linear interpolation in the event such per-share consideration is between the levels in the table above. Any remaining shares will be forfeited as of immediately prior to such Change in Control. In the event of a Qualifying Termination (as defined in the Performance Stock Option Award Agreement for the Performance Option (the “Award Agreement”)) that occurs prior to the full vesting of the Performance Option, the applicable vesting period will continue for nine months from the date of the Qualifying Termination, with the Eligible Option Shares being eligible to vest in the event the applicable stock price goal is achieved during such extended vesting period, and any remaining unvested shares will be forfeited as of nine months following the Qualifying Termination. In the event of a termination of employment due to death or disability (as defined in the Award Agreement) that occurs prior to the full vesting of the Performance Option and that occurs on or before the four-year anniversary of the grant date, the number of Eligible Option Shares that will vest will be determined by measuring the Stock Price Achievement through the date of cessation of continued service, and, if such Stock Price Achievement is less than the stock price goal for the lowest unvested tranche but greater than the next lowest tranche, a number of Eligible Option Shares will vest, calculated using linear interpolation between the Stock Price Achievement through the cessation date and the stock price goal of the next lowest tranche (the “Incrementally Achieved Goal”). Any remaining unvested shares, including the remaining unvested shares in the tranche of the Incrementally Achieved Goal, remain eligible for vesting pursuant to the Qualifying Termination provision in the Award Agreement. In the event of a termination of employment due to death or disability (as defined in the Award Agreement) that occurs prior to the full vesting of the Performance Option and after the four-year anniversary of the grant date, the Target Shares for the lowest unvested tranche will fully vest as of the date of cessation, without application of the relative TSR modifier. Any remaining unvested shares remain eligible for vesting pursuant to the Qualifying Termination provision in the Award Agreement, as described above. Without limiting the applicability of the Company’s Policy for Recovery of Erroneously Awarded Compensation (described below), in the event of a material restatement of our financial statements during the term of the Performance Option, Eligible Option Shares will be subject to a clawback at the board of directors’ discretion if then-applicable law or the rules or listing standards of the applicable national securities exchange include a clawback provision, Mr. Green knowingly and intentionally engaged in gross misconduct that led to such restatement, and if, as a result of such restatement, one or more Stock Price Achievements was achieved that otherwise would not have been achieved. All shares of our Class A common stock acquired upon exercise of the Eligible Option Shares are subject to a one-year holding period that begins on the date that the related option tranche vested (the “Holding Period”), subject to exceptions for dispositions of shares in connection with an exercise of the Eligible Option Shares solely to cover withholding tax obligations in connection with such exercise and transfers to Mr. Green’s immediate family (as defined in the Award Agreement), for estate planning purposes, or in connection with charitable or philanthropic activities. The term of the applicable Holding Period will continue to apply following such permitted transfers. As of the date of this Proxy Statement, 4,800,000 Eligible Option Shares related to Vesting Tranches 1 and 2 vested in 2021 and 2024, respectively, based on the achievement of the stock price goals discussed above. No other Stock Price Achievement has occurred.

  25. Practices for Grants of Options

    Practices for Grants of Options Grants of options to purchase our Class A common stock, including for our NEOs, are generally based upon a predetermined schedule each year as a part of the annual compensation process described above in “Executive Compensation Governance” and “Long-Term Compensation.” If additional long-term incentive compensation is determined to be appropriate, our board of directors, compensation committee or applicable designee approves any annual grants of options for continuing employees in the second fiscal quarter commensurate with the prescheduled board and committee meetings. The grant dates of these options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of MNPI such as on Forms 8-K, 10-Q or 10-K. Grants of options may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members. The board of directors, compensation committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. Generally, exercise prices are based on the closing price of the underlying common stock on the grant date, subject to the applicable rules for NSOs and ISOs under the 2016 Incentive Award Plan. Vesting dates for options typically follow a standard monthly cadence and are not timed to anticipate the release of MNPI. There were no grants of options to our NEOs within 4 business days before or 1 business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in the year ended 2024. As such, no table of such grants is presented under SEC Regulation S-K 402(x).

  26. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid or awarded to or earned by our NEOs during the fiscal years ended December 31, 2024, 2023 and 2022.

  27. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jeff T. Green | 2024 | 1,200,000 | — | — | — | 5,195,318 | 360,981 | 6,756,299 | | Chief Executive Officer | 2023 | 1,000,000 | — | 13,096,634 | 13,097,280 | 4,777,916 | 34,631 | 32,006,461 | | | 2022 | 990,000 | — | — | — | 1,885,455 | 2,564,581 | 5,440,036 | | Laura Schenkein (5) | 2024 | 600,000 | — | 4,870,199 | 4,870,268 | 1,298,829 | 24,504 | 11,663,800 | | Chief Financial Officer | 2023 | 521,329 | — | 4,928,457 | 4,928,599 | 1,102,061 | 24,833 | 11,505,279 | | Jay R. Grant | 2024 | 600,000 | — | 4,870,199 | 4,870,268 | 1,298,829 | 33,119 | 11,672,415 | | Chief Legal Officer | 2023 | 575,000 | — | 4,714,781 | 4,714,995 | 1,373,651 | 33,885 | 11,412,312 | | | 2022 | 550,000 | — | 3,043,670 | 3,043,514 | 942,727 | 25,431 | 7,605,342 | | Samantha Jacobson | 2024 | 600,000 | — | 4,870,199 | 4,870,268 | 1,298,829 | 23,667 | 11,662,963 | | Chief Strategy Officer | | | | | | | | |

  28. 2024 Summary Compensation Table

    (1)Amounts reported reflect the aggregate grant-date fair value of the RSAs or Restricted Stock Units (“RSUs”) granted to our NEOs during 2024, 2023 and 2022, as applicable, calculated in accordance with ASC Topic 718. Such aggregate grant-date fair values do not take into account any estimated forfeitures related to service-based vesting conditions and were based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the date of grant. Additional information regarding these RSAs or RSUs, as applicable, is set forth in the “2024 Grants of Plan-Based Awards Table” and the “2024 Outstanding Equity Awards at Fiscal Year End Table.” For additional information, refer to Notes 2 and 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 21, 2025 (the “2024 Annual Report”). The amounts reported in this column reflect the accounting cost for the RSAs or RSUs and do not correspond to the actual economic value that may be received by the NEOs upon the vesting or settlement of the RSAs or RSUs. (2)Amounts reported reflect the aggregate full grant-date fair value of the Stock Options granted to our NEOs during 2024, 2023 and 2022, as applicable, calculated in accordance with ASC Topic 718. The aggregate grant-date fair values for the Stock Options were based on the Black-Scholes option valuation methodology. Such aggregate grant-date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Additional information regarding these Stock Options is set forth in the “2024 Grants of Plan-Based Awards Table” and the “2024 Outstanding Equity Awards at Fiscal Year End Table.” For additional information, refer to Notes 2 and 10 to our audited consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the Stock Options and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the Stock Options. (3)Amounts reported represent cash incentive awards earned by our NEOs under our short-term annual cash incentive award plan. For additional information about the payments made in 2024, see “Compensation Discussion and Analysis—Individual Compensation Elements—Short-Term Annual Cash Incentive Awards.” Ms. Schenkein’s 2023 incentive compensation payment of $1,102,061 reflects the proration of her salaries and bonus targets from her prior roles in 2023 as Executive Vice President, Financial Planning & Analysis and Senior Vice President, Financial Planning & Analysis. (4)Amounts represent our Section 401(k) matching contributions for our NEOs, cell phone and internet allowances, term life insurance and executive health benefits. Additionally, for Mr. Green, the 2024 amount reported included $336,163 paid by us for his personal security arrangements under our Global Security & Resilience Program. For more information regarding these security arrangements, see the section entitled “—Compensation Discussion and Analysis —Perquisites and Other Personal Benefits” above. For Mr. Green, the 2023 and 2022 amounts reported included the following items: (i) a tax equalization payment in connection with the International Assignment Agreement in the amount of $6,541 and $2,214,378, respectively, and (ii) an income tax gross up bonus in connection with such tax equalization payment in the amount of $3,950 and $329,614, respectively. (5)During 2023, Ms. Schenkein was the Executive Vice President, Financial Planning & Analysis and Senior Vice President, Financial Planning & Analysis at the Company prior to her appointment to Chief Financial Officer effective June 1, 2023. Her 2023 base salary and short-term annual cash incentive compensation payment were pro-rated to reflect her salaries and short-term annual cash incentive compensation before and after her appointment to Chief Financial Officer.

  29. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information about the plan-based awards granted in 2024 to each of our NEOs.

  30. 2024 Grants of Plan-Based Awards Table

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock Options and Awards | | Name | | ($)(1) | (#) | (#) | ($/Sh) | ($)(2) | | Jeff T. Green | N/A | 2,400,000(3) | — | — | — | — | | Laura Schenkein | N/A | 600,000(3) | — | — | — | — | | | 4/23/2024 | — | 60,074 | — | — | 4,870,199 | | | 4/23/2024 | — | — | 121,684 | 81.07 | 4,870,268 | | Jay R. Grant | N/A | 600,000(3) | — | — | — | — | | | 4/23/2024 | — | 60,074 | — | — | 4,870,199 | | | 4/23/2024 | — | — | 121,684 | 81.07 | 4,870,268 | | Samantha Jacobson | N/A | 600,000(3) | — | — | — | — | | | 4/23/2024 | — | 60,074 | — | — | 4,870,199 | | | 4/23/2024 | — | — | 121,684 | 81.07 | 4,870,268 |

  31. 2024 Grants of Plan-Based Awards Table

    (1)Amount reported represents the potential target short-term annual cash incentive award opportunity under our 2024 Cash Incentive Plan. No threshold or maximum payouts were established under our 2024 Cash Incentive Plan, and accordingly, the sub-columns Threshold ($) and Maximum ($) are not applicable and have not been presented. Additional information regarding the 2024 Cash Incentive Plan is set forth in “Compensation Discussion and Analysis - Individual Compensation Elements - Annual Cash Incentive Awards” above. (2)Amounts reported represent the aggregate grant-date fair values of the equity awards calculated in accordance with ASC Topic 718. All equity awards were granted under the 2016 Incentive Award Plan. The aggregate grant-date fair values for the RSAs were based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the date of grant. The aggregate grant-date fair value for the Stock Options was based on the Black-Scholes option valuation methodology. This calculation is performed for accounting purposes and reported in the table. However, our NEOs may never realize any value from their equity awards. For additional information, refer to Notes 2 and 10 to our audited consolidated financial statements included in our 2024 Annual Report. (3)For additional information regarding the actual cash incentive compensation earned, including any pro-rated amounts, refer to the 2024 Summary Compensation Table above.

  32. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity awards for each NEO as of December 31, 2024. The equity awards below are subject to certain vesting acceleration provisions as provided in the applicable NEO’s employment agreement, as discussed in “Executive Compensation Arrangements” and the “Potential Payments Upon Termination or Change in Control Table.”

  33. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date (2) | Vesting Commence- ment Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jeff T. Green | 4/29/2021 | 12/29/2024 | — | 1,330(3) | | 82.388 | 4/29/2026 | — | — | | | 4/29/2021 | 4/29/2021 | 198,940 | 16,780(4) | | 74.898 | 4/29/2031 | — | — | | | 10/6/2021 | 10/6/2021 | 3,385,150 | — | 14,400,000(6) | 68.290 | 10/6/2031 | — | — | | | 4/24/2023 | 4/24/2023 | 14,380 | 201,316(8) | | 61.460 | 4/24/2033 | 133,183(13) | 15,652,998 | | Laura Schenkein | 4/20/2018 | 4/20/2018 | 20,000 | — | | 5.413 | 4/20/2028 | — | — | | | 2/20/2019 | 2/20/2019 | 83,720 | — | | 15.009 | 2/20/2029 | — | — | | | 5/15/2020 | 5/15/2020 | 27,190 | — | | 30.001 | 5/15/2030 | — | — | | | 4/28/2021 | 4/28/2021 | 7,710 | 720(8) | | 74.637 | 4/28/2031 | 440(5) | 51,713 | | | 3/2/2022 | 3/2/2022 | 18,464 | 8,394(8) | | 82.260 | 3/2/2032 | 5,077(7) | 596,700 | | | 4/26/2022 | 4/26/2022 | 19,644 | 9,823(8) | | 59.570 | 4/26/2032 | 6,843(10) | 804,258 | | | 4/24/2023 | 4/24/2023 | 28,759 | 40,263(8) | | 61.460 | 4/24/2033 | 26,637(12) | 3,130,647 | | | 6/1/2023 | 6/1/2023 | 19,541 | 32,569(8) | | 73.260 | 6/1/2033 | 19,700(13) | 2,315,341 | | | 4/23/2024 | 4/23/2024 | 20,280 | 101,404(8) | | 81.070 | 4/23/2034 | 52,565(15) | 6,177,964 | | Jay R. Grant | 4/28/2021 | 4/28/2021 | — | 5,120(8) | | 74.637 | 4/28/2031 | 4,480(9) | 526,534 | | | 4/26/2022 | 4/26/2022 | — | 27,503(8) | | 59.570 | 4/26/2032 | 19,161(14) | 2,251,992 | | | 4/24/2023 | 4/24/2023 | — | 72,474(8) | | 61.460 | 4/24/2033 | 47,946(13) | 5,635,093 | | | 4/23/2024 | 4/23/2024 | 20,280 | 101,404(8) | | 81.070 | 4/23/2034 | 52,565(15) | 6,177,964 | | Samantha Jacobson | 3/17/2021 | 3/8/2021 | — | 620(16) | | 77.151 | 3/17/2031 | 1,600(11) | 188,048 | | | 3/2/2022 | 3/2/2022 | — | — | | — | — | 6,498(7) | 763,710 | | | 4/26/2022 | 4/26/2022 | — | 5,894(8) | | 59.570 | 4/26/2032 | 4,106(10) | 482,578 | | | 4/24/2023 | 4/24/2023 | — | 36,237(8) | | 61.460 | 4/24/2033 | 23,973(12) | 2,817,547 | | | 4/23/2024 | 4/23/2024 | — | 101,404(8) | | 81.070 | 4/23/2034 | 52,565(15) | 6,177,964 |

  34. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    (1)Market value based upon the closing price of a share of our Class A common stock ($117.53) on December 31, 2024. (2)Awards were granted under the 2016 Incentive Award Plan. (3)Represents a stock option that vests and becomes exercisable with respect to one-fourth (1/4th) of the shares of Class A common stock subject thereto on each monthly anniversary of the vesting commencement date (rounded down to the nearest share until the last vesting date), in each case, subject to Mr. Green’s continued employment through the applicable vesting date. (4)Represents a stock option that vests and becomes exercisable as follows: (1) with respect to 162,780 of the shares of Class A common stock subject to the option (the 2021 NSO Tranche I Shares), one-thirty-sixth (1/36th) of the 2021 NSO Tranche I Shares shall vest and become exercisable on each of the first thirty-six (36) monthly anniversaries of the Vesting Commencement Date (rounded down to the nearest 2021 NSO Tranche I Share on each vesting date that occurs during any twelve month period until the last vesting date to occur during such twelve month period, with any remaining shares that would have otherwise vested during such twelve month period vesting on such last vesting date, such that the option will vest and become exercisable with respect to a total of 54,260 2021 NSO Tranche I Shares during each of the twelve month periods ending April 29, 2022, 2023 and 2024, respectively), (2) with respect to 36,160 of the shares of Class A common stock subject to the option (the 2021 NSO Tranche II Shares), one-eighth (1/8th) of the 2021 NSO Tranche II Shares shall vest and become exercisable on each monthly anniversary of the Vesting Commencement Date commencing on the thirty-seventh (37th) monthly anniversary of the Vesting Commencement Date and continuing through and including the forty-fourth (44th) monthly anniversary of the Vesting Commencement Date, and (3) with respect to 16,780 of the shares subject to the option (the 2021 NSO Tranche III Shares), 4,190 of the 2021 NSO Tranche III Shares shall vest and become exercisable on each monthly anniversary of the Vesting Commencement Date commencing on the forty-fifth (45th) monthly anniversary of the Vesting Commencement Date and continuing through and including the forty-seventh (47th) monthly anniversary of the Vesting Commencement Date and 4,210 of the 2021 NSO Tranche III Shares shall vest and become exercisable on the forty-eighth (48th) monthly anniversary of the Vesting Commencement Date, in each case, subject to Mr. Green’s continued employment through the applicable vesting date. (5)Represents RSUs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2021, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (6)Represents the Performance Option. In December 2021, 2,400,000 shares of our Class A common stock subject to the Performance Option vested as a result of the achievement of the first stock price tranche and achievement of our stock price compared to the Nasdaq-100 Index at more than the 75th percentile. In November 2024, 2,400,000 shares of our Class A common stock subject to the Performance Option vested as a result of the achievement of the second stock price tranche and achievement of our stock price compared to the Nasdaq-100 Index at more than the 75th percentile. See “Compensation Discussion and Analysis – Individual Compensation Elements - Long-Term Incentive Compensation - 2021 CEO Performance Option.” (7)Represents RSUs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on May 15, 2022, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (8)Represents stock options vesting with respect to one-forty-eighth (1/48th) of the shares of Class A common stock subject thereto on each monthly anniversary of the vesting commencement date, subject to the applicable NEOs continued employment through the applicable vesting date. (9)Represents RSAs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2021, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (10)Represents RSUs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2022, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (11)Represents RSUs vesting with respect to one-fourth (1/4th) of the shares subject thereto on February 15, 2022, and the remainder of the shares subject thereto vesting ratably over twelve (12) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (12)Represents RSUs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2023, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (13)Represents RSAs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2023, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (14)Represents RSAs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2022, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (15)Represents RSAs vesting with respect to one-sixteenth (1/16th) of the shares subject thereto on August 15, 2024, and the remainder of the shares subject thereto vesting ratably over fifteen (15) quarters on each quarterly anniversary thereafter, subject to the applicable NEOs continued employment through the applicable vesting date. (16)Represents stock options vesting with respect to one-fourth (1/4th) of the shares of Class A common stock subject thereto on the first anniversary of the vesting commencement date and with respect to one-forty-eighth (1/48th) of the shares of Class A common stock subject thereto on each monthly anniversary of the vesting commencement date thereafter, subject to the applicable NEO’s continued employment through the applicable vesting date.

  35. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth information with respect to our NEOs concerning the exercise of stock options and vesting of stock awards during the year ended December 31, 2024.

  36. 2024 Option Exercises and Stock Vested Table

    | | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jeff T. Green | 1,607,147 | 81,496,741 | 80,193 | 7,356,148 | | Laura Schenkein | 139,827 | 14,866,037 | 37,166 | 3,651,180 | | Jay R. Grant | 173,511 | 6,363,519 | 55,020 | 5,389,387 | | Samantha Jacobson | 48,490 | 1,826,748 | 27,153 | 2,709,722 |

  37. 2024 Option Exercises and Stock Vested Table

    (1)Based upon the closing price of a share of our Class A common stock on the date of exercise, which ranged from $82.56 to $132.53 per share, less the exercise price of the associated stock option multiplied by the number of shares of our Class A common stock exercised. (2)Based upon the closing price of a share of our Class A common stock on the date of vesting, which ranged from $75.71 to $118.15 per share, multiplied by the number of shares of our Class A common stock that vested.

  38. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table Excluding the potential payments associated with the Performance Option, the following table shows the potential payments and benefits to be received by our NEOs upon a termination of employment without cause or for good reason and upon a termination of employment without cause or for good reason in connection with a change in control of the Company (assuming in such change in control all outstanding awards are assumed, substituted or continued by the successor entity). Potential payments associated with the Performance Option are described in footnote 4 of the following table. The types of events constituting cause, good reason and change in control may differ in some respects among the different arrangements providing for payments and benefits to the NEOs; however, for consistency in presentation, our executive compensation arrangements have been grouped together based on these concepts without regard for any such differences. Our NEOs are not entitled to any payments and benefits if their employment is terminated for cause or they resign without good reason, retire, or, except for the Performance Option, are terminated due to death or disability. Except for the Performance Option, we do not have any agreements or other arrangements with our NEOs that provide for payments and benefits solely upon a change in control of the Company without an accompanying termination of employment. The table below summarizes the payments and benefits available to each NEO under various termination scenarios, assuming the separation from service was on December 31, 2024. The value of vested equity for continuing executive officers is based on the closing price of a share of our Class A common stock on December 31, 2024, which was $117.53 per share.

  39. Potential Payments Upon Termination or Change in Control Table

    | Name and Termination / Change in Control Scenario | Cash Severance Payment ($)(1) | Equity Awards ($) | Benefits ($)(2) | Total Payout ($)(3) | | Jeff T. Green(4) | | | | | | Without Cause or Resignation for Good Reason (No Change in Control) | 5,400,000 | 17,410,337(5) | 165,662 | 22,975,999 | | Without Cause or Resignation for Good Reason (Change in Control) | 10,800,000 | 27,702,890(6) | 192,862 | 38,695,752 | | Laura Schenkein | | | | | | Without Cause or Resignation for Good Reason (No Change in Control) | 1,200,000 | 8,356,714(5) | 71,464 | 9,628,178 | | Without Cause or Resignation for Good Reason (Change in Control) | 2,400,000 | 21,369,469(6) | 82,560 | 23,852,029 | | Jay R. Grant | | | | | | Without Cause or Resignation for Good Reason (No Change in Control) | 1,200,000 | 10,312,755(5) | 96,180 | 11,608,935 | | Without Cause or Resignation for Good Reason (Change in Control) | 2,400,000 | 24,166,078(6) | 130,559 | 26,696,637 | | Samantha Jacobson | | | | | | Without Cause or Resignation for Good Reason (No Change in Control) | 1,200,000 | 6,273,844(5) | 99,064 | 7,572,908 | | Without Cause or Resignation for Good Reason (Change in Control) | 2,400,000 | 16,525,497(6) | 133,444 | 19,058,941 |

  40. Potential Payments Upon Termination or Change in Control Table

    (1)Reflects the aggregate amount of cash severance payable to each NEO based on a multiple of base salary and target annual short-term cash incentive compensation as of 2024 pursuant to the terms of the respective NEO’s employment agreement, as described above. Does not include pro-rated bonus that the NEO would have been entitled to, since on December 31, 2024, the full annual bonus, which is shown in the “2024 Summary Compensation Table,” was earned. (2)Represents the estimated value of unused accrued vacation and the continuation of health benefits that each NEO would have been entitled to receive upon a termination of employment as of December 31, 2024, as based on actual 2024 premiums and the terms of the respective NEO’s employment agreement, as described above. (3)The respective employment agreement for each NEO includes a modified cutback provision, such that if any severance payments or benefits would constitute a parachute payment and would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the NEO of the greatest amount of aggregate benefits on an after-tax basis. For purposes of the table set forth above, it has been assumed that the payments and benefits will not be reduced pursuant to the preceding sentence and, accordingly, include the full value of such payments and benefits. (4)The amounts in the table above exclude any potential payment to Mr. Green for the Performance Option. Pursuant to the Award Agreement, Mr. Green is entitled to payment in the event of a Qualifying Termination or a Change in Control. The terms that govern the number of shares that may vest under each scenario are described in “2021 CEO Performance Option” in the “Compensation Discussion and Analysis – Individual Compensation Elements - Long-Term Incentive Compensation” section above. In the event that a Qualifying Termination (other than a termination due to death or disability) occurred on December 31, 2024, assuming no further stock price achievement goals were met over the nine-month period following the date of the Qualifying Termination, Mr. Green would not have received any additional payment or benefit pursuant to the Award Agreement. In the event that a Change in Control or a termination of employment due to death or disability (each as defined in the Award Agreement) occurred on December 31, 2024, Mr. Green would have received $54,426,696, representing the intrinsic value of the options that would have vested from the “Incrementally Achieved Goal” as described in “Compensation Discussion and Analysis – Individual Compensation Elements - Long-Term Incentive Compensation - 2021 CEO Performance Option” above. The actual amount of payments or benefits that may be received by Mr. Green can only be determined at the time of a Change in Control or a Qualifying Termination. (5)Represents the value of equity award vesting accelerated by an additional 18 months for Mr. Green and by 12 months for our other NEOs. (6)Represents the value of full acceleration of equity award vesting.

  41. CEO Pay Ratio

    CEO Pay Ratio In determining the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (excluding our CEO), we selected December 31, 2024 as the determination date for identifying the median employee for purposes of this disclosure. We are using a different median employee from the person that was identified in the preparation of our pay ratio disclosure for 2023 since we experienced an increase in our employee population compared to December 31, 2023 that we reasonably believed would result in a significant change to our pay ratio disclosure. We selected annual total direct compensation as our consistently applied compensation measure, which we calculated as cash compensation from base wages, actual bonuses and commissions, and the grant-date fair value of equity awards granted to our employees in 2024. Compensation was annualized for our employees who were hired in 2024 and for employees on an unpaid leave of absence in 2024. Compensation for international employees was converted to U.S. dollar equivalents using month-end exchange rates and no cost-of-living adjustments were made. Once the median employee was identified based on this approach, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s annual total compensation for 2024 was $234,034. Our CEO’s annual total compensation for 2024 was $6,756,299 as reported in the “2024 Summary Compensation Table.” Therefore, our CEO to median employee pay ratio was 29:1 for 2024. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. This information is being provided for compliance purposes. Neither the compensation committee nor management used the pay ratio measure in making compensation decisions.

  42. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid to, awarded to or earned by our CEO (and on average to our non-CEO NEOs, or our “Other NEOs”), as compared to compensation actually paid (“CAP”) to our CEO (and on average to our Other NEOs) and certain Company and peer performance measures during the years ended December 31, 2024, 2023, 2022 2021 and 2020, as calculated in accordance with Item 402(v) of Regulation S-K (the “Pay Versus Performance Table”).

  43. Pay Versus Performance Table

    Pay Versus Performance Table

  44. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1) (4) (6) | Average Summary Compensation Table Total for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (2) (4) (6) | Total Shareholder Return(5) | Peer Group Total Shareholder Return (5) | Net Income (Thousands) | Revenue (Thousands) (3) | | 2024 | $6,756,299 | $589,380,201 | $11,666,393 | $22,789,972 | $452.39 | $243.00 | $393,076 | $2,444,831 | | 2023 | $32,006,461 | $291,700,245 | $10,955,524 | $5,157,998 | $276.98 | $207.72 | $178,940 | $1,946,120 | | 2022 | $5,440,036 | $(620,324,699) | $7,722,649 | $(4,257,881) | $172.56 | $120.49 | $53,385 | $1,577,795 | | 2021 | $834,968,762 | $1,201,214,676 | $7,247,247 | $9,887,245 | $352.73 | $271.69 | $137,762 | $1,196,467 | | 2020 | $15,956,860 | $123,533,884 | $4,614,376 | $34,802,362 | $308.31 | $247.14 | $242,317 | $836,033 |

  45. Pay Versus Performance Table

    (1)In all years presented, our CEO was Jeff Green. (2)For the year ended 2024, our NEOs included in the calculation of average CAP were Laura Schenkein, Jay Grant and Samantha Jacobson. For the year ended 2023, our NEOs included in the calculation of average CAP were Ms. Schenkein and Mr. Grant, Blake J. Grayson, our former Chief Financial Officer, and David Pickles, our former Chief Technology Officer. For the years 2022 and 2021, our NEOs included in the calculation of average CAP were Messrs. Grayson, Pickles and Grant and Michelle Hulst, our former Chief Data Officer. For the year 2020, our NEOs included in the calculation of average CAP were Messrs. Grayson, Pickles, Grant, Brian Stempeck, our former Chief Strategy Officer, and Susan Vobejda, our former Chief Marketing Officer. (3)Revenue represents the Company-Selected-Measure (“CSM”) as it is the next most important financial performance measure not otherwise required to be disclosed in the Pay Versus Performance Table. Refer to the Tabular List (as defined below) of financial performance measures. Revenue represents revenue as disclosed in our Annual Reports on Form 10-K filed with the SEC for the applicable fiscal years. (4)Assumptions used in the valuation of the RSAs and RSUs as of the end of 2024, or at the vest dates, as applicable, for the table above were materially consistent with those used as of the grant date of the equity awards as described in “Compensation Discussion and Analysis” and in Note 1 of the 2024 Summary Compensation Table. The vest-date and year-end fair values of the CEO Performance Option tranches, granted in 2021, were valued using a consistent model as that used at grant, as disclosed in Notes 2 and 10 of the 2024 Annual Report, with a remaining contractual term between 6.8 - 6.9 years, a volatility assumption between 54% - 56% using a blend of the Company’s historical and implied volatilities from its traded options and a risk-free interest rate between 4.1% - 4.4% based on the yields of U.S. Treasury securities with maturities approximating the terms of the awards. The fair values of all other options as of the applicable vest dates and fiscal year-end dates in 2024 were calculated using a binomial lattice model with a remaining contractual term between 1.0 – 9.9 years, a volatility assumption between 45% - 60% using a blend of the Company’s historical volatility and implied volatilities from its traded options and a risk-free interest rate between 3.5% - 5.0%, based on the yields of U.S. Treasury securities with maturities approximating the terms of the awards. The assumptions used for estimating the grant date fair value for these options as reported in the 2024 Summary Compensation Table were calculated using the Black-Scholes option pricing model as described in Note 2 of the 2024 Summary Compensation Table. (5)Total Shareholder Return (“TSR”) represents the cumulative return of a fixed investment of $100 in the applicable common stock, from the beginning of the measurement period through the end of the applicable fiscal year, assuming reinvested dividends, as applicable. For Peer Group TSR, the returns of each component Company of this group are weighted according to the respective Company’s stock market capitalization at the beginning of each period for which a return is indicated. Changes in the peer group year to year are driven by our annual compensation setting process as described in “Compensation Discussion and Analysis.” In accordance with the latest SEC guidance, Peer Group TSR for all periods presented reflects the average cumulative TSR of our peer group approved in February 2024 for 2024 compensation setting, as described in “Compensation Discussion and Analysis” above (to the extent the entities were publicly traded companies as of the measurement dates). Compared to the peer group approved in July 2022 for 2023 compensation setting, in 2024, Twitter and Zendesk were removed because they were no longer publicly traded companies, and RingCentral was removed as it did not meet the criteria described in “Compensation Discussion and Analysis.” Cadence Design Systems, Fortinet, MongoDB, Palo Alto Networks, ServiceNow and Workday were added in 2024 pursuant to the criteria outlined in “Compensation Discussion and Analysis” in consultation with Compensia. Our peer group approved in July 2022 for 2023 compensation setting, as disclosed in our 2024 Proxy Statement, included Cloudflare, Crowdstrike Holdings, Datadog, DocuSign, HubSpot, Okta, Pinterest, RingCentral, Roku, Shopify, Snap, Snowflake, Splunk, Twilio, Twitter, Zendesk, Zoom Video Communications, ZoomInfo Technologies and Zscaler (the “2023 Peer Group”). Had the 2023 Peer Group been used to calculate cumulative TSR in 2020, 2021, 2022, 2023 and 2024 (to the extent the entities were publicly traded companies as of the measurement dates), Peer Group TSR would have been $279.96, $270.29, $92.75, $157.82 and $173.65, respectively. (6)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. CAP for our CEO and average CAP for our Other NEOs are calculated by taking the amount in the “Total” column of the Summary Compensation Table (the average amount for our Other NEOs): (a) less the grant-date fair value of equity granted during the year in the “2024 Summary Compensation Table”; (b) plus the year-end fair value of unvested equity awards granted during the covered year; (c) plus, for awards granted in prior years that are outstanding and unvested at the end of the covered year, the difference between the year-end fair value and the immediately prior year-end fair value; (d) plus, for awards that granted and vested during the covered year, the fair value as of the vesting date; (e) plus, for awards granted in prior years that vested during the covered year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value; (f) less, the prior year-end fair value of awards granted in prior years that failed to meet their vesting requirements. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no CAP amounts included any dividends or other earnings paid on stock or option awards not otherwise reflected in the fair value of total compensation, as no such payments occurred during any of the years ended 2024, 2023, 2022, 2021 and 2020. The following table details these adjustments in 2024.

  46. Pay Versus Performance Table

    | Fiscal Year | NEO Category | Summary Compensation Table Total | Less: Summary Compensation Table Equity Awards (a) | Add: Year-End Fair Value of Unvested Equity Awards Granted in the Year (b) | Add: Change in Year-End Fair Value of Unvested Equity Awards Granted in Prior Years (c) | Add: Vest-Date Fair Value of Equity Awards Granted and Vested in the Year (d) | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Vested in the Year (e) | Less: Prior Year-End Fair Value of Equity Awards that Failed to Vest (f) | CAP | | 2024 | CEO | $6,756,299 | $— | $— | $492,635,044 | $— | $89,988,858 | $— | $589,380,201 | | | Other NEOs | $11,666,393 | $(9,740,467) | $12,575,776 | $5,096,469 | $1,668,264 | $1,523,537 | $— | $22,789,972 |

  47. 2024 Director Compensation

    2024 Director Compensation Our non-employee directors receive the following annual retainer fees for board and committee service: a cash retainer for each board member of $50,000 and an additional cash retainer of $50,000 (increased to $70,000 for 2025) for the lead independent director. Members of the audit, compensation and nominating and corporate governance committees receive an additional cash retainer of $12,500, $10,000 and $6,000, respectively, and the chair of each the foregoing committees receives an additional cash retainer of $50,000 (increased to $70,000 for 2025), $50,000 and $25,000, respectively. Each director may make an annual election to receive an equity award in lieu of the cash retainer in the form of restricted stock awards, restricted stock units (“RSUs”), stock options or a mix thereof. The equity awards will vest in four equal installments over the one-year period following the date of grant, with such vesting to take place on the quarterly anniversaries of the date of grant, or if earlier, the regularly scheduled meetings of our board of directors applicable to such respective quarters. If not already vested in full pursuant to the forgoing installment arrangements, the award will vest in full on the date of our next annual meeting of stockholders. All unvested equity awards will vest in full upon a Change in Control of the Company. Each newly elected non-employee director receives an initial director equity award upon initial election to our board of directors with a value of $275,000 (increased to $290,000 for 2025) and may elect to receive the initial director equity award in the form of restricted stock awards, restricted stock units, stock options or a mix of one-half restricted stock or restricted stock units and one-half stock options. The initial director equity award will generally vest in substantially equal quarterly installments over the three-year period following the date of grant, subject to continued service as of each vesting date. On the date of each annual meeting of stockholders, continuing directors will receive an annual director equity award with a value of $275,000 (increased to $290,000 for 2025) and may elect to receive the equity award in the form of restricted stock awards, restricted stock units, stock options or a mix thereof. The quantity of equity awards granted is based on the average closing stock price for a share of our Class A common stock for 45 consecutive trading days ending on, and including, the grant date. The annual director equity award will vest in four equal installments over the one-year period following the date of grant, with such vesting to take place on the quarterly anniversaries of the date of grant, or if earlier, the regularly scheduled meetings of our board of directors applicable to such respective quarters. If not already vested in full pursuant to the forgoing installment arrangements, the award will vest in full on the date of our next annual meeting of stockholders. All unvested equity awards will vest in full upon a Change in Control of the Company. A director who is appointed to our board of directors other than on the date of an annual meeting will receive a prorated annual director equity award. Directors who join our board of directors on the date of an annual meeting will receive both an initial director equity award and an annual director equity award. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in attending board and committee meetings, as well as up to $10,000 for director education programs. Our employee directors did not receive any additional compensation for their service as members of our board of directors in 2024.

  48. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors.

  49. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5)(6) | Total ($) | | Lise J. Buyer | 127,322 | 149,957 | 149,944 | 427,223 | | Andrea L. Cunningham | 56,000 | 149,957 | 149,944 | 355,901 | | Kathryn E. Falberg | 100,000 | 300,009 | — | 400,009 | | Gokul Rajaram | 72,500 | 300,009 | — | 372,509 | | David B. Wells | 110,000 | 300,009 | — | 410,009 |

  50. 2024 Director Compensation Table

    (1)With the exception of cash amounts of $127,322 and $72,500 for annual retainer fees and committee fees earned by Ms. Buyer and Mr. Rajaram for the year ended December 31, 2024, amounts represent cash forgone by each director due to elections made in 2023 and 2024 to receive equity awards in lieu of cash for annual retainer and committee fees earned for the year ended December 31, 2024 (such equity awards in lieu of cash are typically granted in May following our annual meeting of stockholders with respect to the fees for the coming year, except for changes in committee assignment mid-year). (2)On May 28, 2024, Ms. Cunningham elected to be granted a mix of one-half RSAs and one-half Stock Options for her annual retainer and committee fees in lieu of quarterly cash payments, and was granted 286 RSAs and 580 Stock Options for her annual retainer fees with a grant date fair value of $27,196 and $27,228, respectively. Further, Ms. Cunningham was granted 34 RSAs and 69 Stock Options with an aggregate grant date fair value of $3,233 and $3,239, respectively, for her annual committee fees. On the same date, Ms. Falberg and Mr. Wells elected to be granted RSAs for their annual retainer and committee fees in lieu of quarterly cash payments. Ms. Falberg and Mr. Wells were each granted RSAs covering 573 shares of our Class A common stock for their annual retainer fees with a grant date fair value of $54,487. Further, Ms. Falberg and Mr. Wells were granted RSAs covering 573 and 687 shares of our Class A common stock, respectively, for their committee fees with a grant date fair value of $54,487 and $65,327, respectively. The grant date fair value of these RSAs and Stock Options, granted on May 28, 2024, was calculated in accordance with ASC Topic 718 and the awards vest in four equal installments over the one-year period following the date of grant, with such vesting to take place on the quarterly anniversaries of the date of grant, or if earlier, the regularly scheduled Board meetings applicable to such respective quarters. If not already vested in full pursuant to the forgoing installment arrangements, the award will vest in full on the date of our next annual meeting of stockholders. All unvested equity awards will vest in full upon a Change in Control of the Company. (3)Amounts reflect the aggregate grant-date fair value of the restricted stock awards granted to our non-employee directors during 2024, calculated in accordance with ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The aggregate grant-date fair values of these awards were based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the date of grant. For additional information, refer to Notes 2 and 10 to our audited consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock awards and do not correspond to the actual economic value that may be received by the non-employee directors upon the vesting or settlement of the stock awards, as applicable. (4)As of December 31, 2024, Ms. Buyer, Ms. Cunningham, Ms. Falberg, Mr. Rajaram and Mr. Wells held unvested RSAs covering 789, 949, 2,152, 1,578 and 2,209 shares of our Class A common stock, respectively; and Ms. Cunningham held 112 RSUs. (5)Amounts reflect the aggregate grant-date fair value of the Stock Options granted to our non-employee directors during 2024, calculated in accordance with ASC Topic 718. The aggregate grant-date fair value for the Stock Options was based on the Black-Scholes option valuation methodology and do not take into account any estimated forfeitures related to service-vesting conditions. For additional information, refer to Notes 2 and 10 to our audited consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the Stock Options and do not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the Stock Options. (6)As of December 31, 2024, Ms. Buyer, Ms. Cunningham and Mr. Wells held stock options to purchase an aggregate of 43,042, 14,961 and 28,638 shares of our Class A common stock, respectively. None of our other non-employee directors held stock options as of December 31, 2024.