Sector: Communication
TRADE DESK INC CLASS A · Meeting: May 4, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Two Class I Directors
Against Analysis
Ms. Cunningham has served since January 2022, meaning her tenure fully overlaps the period during which TTD's stock fell 66% while the company's own compensation peer group (which includes Palantir, Cloudflare, and Shopify) returned a median of +5.6% — a gap of 71.6 percentage points that far exceeds the 20-point trigger threshold; the 5-year record is equally poor, so there is no longer-term track record to mitigate the 3-year underperformance.
Mr. Green co-founded the company and has served as CEO and Chairman since 2009, meaning his tenure as a director fully encompasses the period in which TTD's stock lost 66% of its value while the company's own peer group returned a median of +5.6%; per policy, executive directors are subject to the same TSR trigger as all other directors, and the 5-year record (-70.8% for TTD vs. -24.5% peer median, a 46.3pp gap still exceeding the 20pp threshold) confirms this is not a temporary trough, so no mitigation applies.
For Analysis
Both Class I director nominees — Andrea Cunningham (independent director since January 2022) and Jeff Green (CEO/Chairman since 2009) — trigger a vote AGAINST under the TSR underperformance policy. TTD's 3-year stock return of -66% trails the company-disclosed compensation peer group median of +5.6% by 71.6 percentage points, far exceeding the 20-point threshold applicable when absolute 3-year TSR is negative. The 5-year record is equally poor, eliminating any mitigating longer-term track record argument.
CEO
Jeff T. Green
Total Comp
$27,431,583
Prior Support
N/A
The CEO received total compensation of $27.4 million in 2025 — including $23.2 million in equity awards and $2.8 million in cash bonuses — during a year in which TTD's stock fell dramatically and now sits 66% below where it was three years ago, badly trailing the company's own peer group; while the company has a 2021 performance-based stock option with ambitious share price targets, the 2025 annual equity grants of restricted stock and stock options are purely time-based (vesting on a schedule regardless of stock price or business results), meaning a substantial portion of total pay is effectively fixed rather than truly performance-contingent. The cash incentive plan uses only short-term revenue as its metric — revenue grew 18% yet the stock price collapsed — demonstrating a disconnect between the metrics that drive executive pay and the returns experienced by shareholders; with above-benchmark total pay, no meaningful performance conditions on 2025 annual equity grants, and a 71.6-percentage-point TSR gap versus peers, the pay-for-performance alignment test clearly fails.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,668,362
Non-Audit Fees
$2,004,927
Non-audit fees (audit-related fees of $651,258 + tax fees of $1,345,096 + all other fees of $8,573 = $2,004,927) represent approximately 30% of core audit fees ($6,668,362), which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of TTD's size; auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not fire and we vote FOR; no material restatements are noted.
The 2026 Trade Desk annual meeting features three proposals: director elections, Say on Pay, and auditor ratification. We vote AGAINST both director nominees and AGAINST Say on Pay due to severe and sustained stock underperformance — TTD's 3-year return of -66% trails its own peer group median by 71.6 percentage points — combined with above-benchmark CEO pay that lacks meaningful performance conditions on 2025 annual equity grants; we vote FOR auditor ratification as PwC's non-audit fee ratio is well within acceptable limits.
22 companies disclosed in 2026 proxy filing
