TRADE DESK, INC., DEF 14A filed on 4/9/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TRADE DESK, INC.
Entity Central Index Key 0001671933
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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 
        
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote In all years presented, our CEO was Jeff Green.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.        
Peer Group Issuers, Footnote 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.
        
Changed Peer Group, Footnote 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.
        
PEO Total Compensation Amount $ 6,756,299 $ 32,006,461 $ 5,440,036 $ 834,968,762 $ 15,956,860
PEO Actually Paid Compensation Amount $ 589,380,201 291,700,245 (620,324,699) 1,201,214,676 123,533,884
Adjustment To PEO Compensation, Footnote The following table details these adjustments in 2024.
Fiscal YearNEO CategorySummary 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
2024CEO$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 
        
Non-PEO NEO Average Total Compensation Amount $ 11,666,393 10,955,524 7,722,649 7,247,247 4,614,376
Non-PEO NEO Average Compensation Actually Paid Amount $ 22,789,972 5,157,998 (4,257,881) 9,887,245 34,802,362
Adjustment to Non-PEO NEO Compensation Footnote 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.
Fiscal YearNEO CategorySummary 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
2024CEO$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 
        
Equity Valuation Assumption Difference, Footnote 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.        
Compensation Actually Paid vs. Total Shareholder Return
We believe the table below shows the alignment between CAP to our CEO and our performance, consistent with our compensation philosophy as described in our “Compensation Discussion and Analysis.” The following chart sets forth CAP to our CEO and TSR on the left axis (in millions) and right axis (in dollars), respectively, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024. CAP is influenced by numerous factors, including but not limited to, the timing of new grant issuances and award vesting, share price volatility during the fiscal year, our mix of performance metrics and other factors.
8810
The following chart sets forth average CAP to our Other NEOs and TSR on the left axis (in millions) and right axis (in dollars), respectively, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024. Average CAP is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors.
9477
        
Compensation Actually Paid vs. Net Income
The following chart sets forth CAP to our CEO, net income and revenue on the left axis (in millions) for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.
8966
The following chart sets forth average CAP to our Other NEOs and net income on the left axis (in millions), as well as revenue on the right axis (in millions), for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.
9692
For a review of our financial performance measures, our process for setting executive compensation and how our executive compensation design reinforces our compensation philosophy, refer to “Compensation Discussion and Analysis.”
        
Compensation Actually Paid vs. Company Selected Measure
8966
The following chart sets forth average CAP to our Other NEOs and net income on the left axis (in millions), as well as revenue on the right axis (in millions), for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.
9692
For a review of our financial performance measures, our process for setting executive compensation and how our executive compensation design reinforces our compensation philosophy, refer to “Compensation Discussion and Analysis.”
        
Total Shareholder Return Vs Peer Group
The following chart sets forth Company TSR and Peer Group TSR, as expressed in the value of an initial $100 investment, from 2020 to 2024:
10103
        
Tabular List, Table
Measure
Adjusted EBITDA (1)
Relative Peer TSR (2)
Revenue
TSR
        
Total Shareholder Return Amount $ 452.39 276.98 172.56 352.73 308.31
Peer Group Total Shareholder Return Amount 243.00 207.72 120.49 271.69 247.14
Net Income (Loss) $ 393,076,000 $ 178,940,000 $ 53,385,000 $ 137,762,000 $ 242,317,000
Company Selected Measure Amount 2,444,831,000 1,946,120,000 1,577,795,000 1,196,467,000 836,033,000
PEO Name Jeff Green        
Additional 402(v) Disclosure 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.For an explanation of our management's use of this measure and a reconciliation of net income to Adjusted EBITDA, see Appendix A to this Proxy Statement. Adjusted EBITDA is used for purposes of selecting the companies comprising our compensation peer groups.
(2)Relative Peer TSR, calculated as a percentile rank against the Nasdaq-100 Index as defined in the CEO Performance Option award agreement, determines the actual shares paid out on a vested tranche of the CEO Performance Option. Refer to “Compensation Discussion and Analysis - Individual Compensation Elements - Long Term Incentive Compensation - 2021 CEO Performance Option” for further information.
Our most important financial performance measure for linking CAP to our performance is TSR, as the majority of NEO compensation is equity compensation tied to the change in our stock price over time, particularly for the CEO Performance Option. These awards are an incentive for our executive officers, including our NEOs, to create value for our stockholders. This financial performance measure is required in the Pay Versus Performance Table above. The next most important financial performance measure is revenue, included in the Pay Versus Performance Table above. Revenue is a critical financial performance measure to our stockholders, and it is the key measure in our Short-Term Annual Cash Incentive Awards to provide financial incentives for us to meet or exceed the revenue targets.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative Peer TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 4          
Pay vs Performance Disclosure          
Name TSR        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 492,635,044        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 89,988,858        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (9,740,467)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,575,776        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,096,469        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,668,264        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,523,537        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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).
Award Timing Method 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.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true