🧾 Proxy Statement Overview 🗳️

This document is DoorDash, Inc.'s 2026 Proxy Statement, a formal legal filing that acts as an invitation for stockholders to vote at the annual meeting. Proxy statements are critical because they lay out everything shareholders need to know—from who is running the company to how management is being compensated—so they can cast their votes in advance.

👉 The primary goal of this meeting is not to discuss financial results, but to elect the company's directors, approve the annual external accounting firm, and vote on executive compensation.

The Annual Meeting is scheduled for Wednesday, June 10, 2026, at 10:00 a.m. Pacific Time, and it will be conducted virtually via live audio webcast.

• Key Date: The board set the record date for stockholders to be April 15, 2026. To be entitled to notice and vote, your shares must be registered by this date.
• Voting Mechanism: Stockholders are strongly encouraged to vote by proxy (online, phone, or mail) to ensure their shares are counted, even if they cannot attend the virtual meeting.

🏢 DoorDash: What the Company Does 🚗

DoorDash is a major technology company operating within the logistics and delivery industry. Essentially, it provides a digital platform that connects local merchants with consumers who need goods or services delivered.

👉 The company operates as an intermediary platform, facilitating transactions between merchants and customers, which is how it generates revenue.

• Business Scope: DoorDash facilitates the transaction of food, groceries, and other local commerce by connecting consumers to merchants.
• Corporate Structure: The company is a Delaware corporation, and its business affairs are managed under the direction of its board of directors.

👥 Board Leadership and Structure 👩‍💼

Understanding the board is essential, as it dictates who holds the ultimate oversight responsibility for the company. The board of directors is responsible for guiding the company's overall strategy and governance.

👉 The board is classified, meaning directors serve staggered three-year terms, and one class is elected at each annual meeting. This structure ensures continuity and staggered oversight.

• Composition: As of April 20, 2026, the board consisted of eleven directors, eight of whom were deemed "independent" (meaning they have no personal or financial relationship that could compromise their judgment).
• Leadership Roles: The board adopted a dual-leadership model. Tony Xu, the Co-Founder, remains the Chief Executive Officer and Chair of the Board. Due to his role as Chair, the board appointed Dr. Brown as the Lead Independent Director in February 2021.
• Oversight Structure: Critically, the board’s committees (Audit, Compensation, and Nominating & Governance) must only consist of independent directors, strengthening the independence of key oversight functions.

🥇 The Audit Committee Oversight 📝

The Audit Committee is one of the most critical governance bodies because it oversees the integrity of the company’s financial reporting. This committee acts as the primary reviewer of the books.

👉 This committee is responsible for ensuring that the financial statements are accurate and that the company's internal controls are robust.

• Membership: The committee is comprised of Dr. Brown, Mr. Lin, and Ms. Mertz. Ms. Mertz serves as the committee chair.
• Core Responsibilities: Their duties are extensive, covering everything from appointing and overseeing the independent accounting firm to reviewing all financial statements and overseeing compliance with laws (including issues around cybersecurity and AI).
• Significance: The committee provides oversight of the internal audit function and is responsible for developing procedures for receiving confidential complaints from employees about accounting or auditing matters.

💰 The Compensation Committee 💵

This committee is responsible for setting the pay structure and overall compensation philosophy for the company's executives and key employees.

👉 This committee's work is vital because executive pay directly influences management’s incentives and strategic behavior.

• Membership: The committee consists of Messrs. Blackburn, Lin, and Ms. Still, with Mr. Lin serving as chairperson.
• Key Duties: They review and recommend compensation for executive officers, manage all equity compensation plans, and regularly evaluate whether compensation practices might encourage excessive risk-taking.
• Action Point: The board approved changes effective January 1, 2026, which increased both the dollar amount of equity awards granted and the minimum value of shares non-employee directors must hold.

✨ Nominating & Governance Oversight 💡

This committee manages the quality of the board itself. It is responsible for ensuring the board has the right skills, skills, and diversity to guide the company successfully.

👉 This committee acts like the company's "HR for the Board," making sure directors are qualified and that the board operates efficiently.

• Membership: The committee is made up of Messrs. Doerr, Kovac, and Piacentini, with Mr. Doerr serving as chair.
• Key Responsibilities: They search for, recommend, and evaluate candidates for board seats. They also evaluate the board's overall size and leadership structure, and oversee compliance with corporate governance guidelines.
• Diversity Focus: While there is no specific policy, the committee believes the board should be diverse, and they consider a broad range of backgrounds and experiences when making recommendations.

🌐 Director Profiles and Expertise 👨‍🔬

The board has a blend of expertise, covering technology, finance, and global operations. Each director brings specialized skills that support the company's wide-ranging business model.

👉 The biographies highlight that the directors have deep experience in technology (Google, Apple, Meta) and major corporate finance/advising roles (Venture Capital, large tech companies).

• Dr. Brown (Lead Independent Director): Brings extensive experience as a director of public companies and a background in global business executive roles.
• Milan Kovac: Provides deep, current experience in artificial intelligence and robotics, having led engineering for Tesla’s Optimus humanoid robotics program.
• Alfred Lin: Offers expertise gained through founding venture capital firms and executive roles at major tech companies (Zappos, Tellme Networks).
• Stanley Tang: Brings the unique perspective of a co-founder, having led internal teams focused on robotics and automation (DoorDash Labs).

📈 Board's Role in Risk and ESG Oversight 🌍

The board does not just meet to discuss fun ideas; it must actively oversee risks. This section details the board's system for identifying and mitigating potential threats to the company.

👉 By formally assigning risk oversight to specific committees (Audit for finance/data, Comp for pay/culture, Nom. & Gov. for corporate policies), the board creates a robust, multi-layered defense system.

• Comprehensive Scope: The board views risk as encompassing strategic, financial, operational, and reputational issues.
• ESG Oversight: The board oversees Environmental, Social, and Governance (ESG) initiatives through its committees. For example, the Nomination & Governance Committee reviews overall policies related to human capital and corporate structure.
• Cybersecurity and AI: The Audit Committee specifically oversees risk exposure related to data security, cybersecurity, and the use of artificial intelligence technologies.

📜 Stockholder Proposals and Rights ✍️

This section outlines the rights of shareholders to influence the company. It details the formal process by which stockholders can nominate directors or propose operational changes.

👉 If you want to propose a new policy or nominate a candidate, you must follow strict SEC and corporate bylaw deadlines.

• Proposing Actions (2027 Meeting): To submit a written proposal for consideration at the 2027 annual meeting, the proposal must be received by the Secretary no later than December 21, 2026.
• Notice of Meeting Proposals (2027 Meeting): For non-proxy proposals, written notice must be delivered between February 4, 2027, and March 6, 2027.

📞 Navigating the Proxy Materials and Contact Info 📬

This section provides the mechanics of voting and who to contact with questions.

👉 The proxy materials are being distributed primarily via the Internet to reduce environmental impact and mailing costs.

• How to Vote: Stockholders can vote by Internet at www.proxyvote.com, by phone at 1-800-690-6903, or by mail.
• Broker Guidance: If your shares are held in a brokerage account ("street name stockholders"), your broker will typically vote the shares unless you provide specific, timely instructions.
• Contacting the Company: For general corporate inquiries, the Secretary can be reached at DoorDash, Inc., 303 2nd Street, South Tower, 8th Floor, San Francisco, California 94107 (650) 487-3970.

---

🧠 The Analogy

Voting on a proxy statement is like being a shareholder of a large concert venue (the company). When you attend the annual meeting, you aren't just showing up to say hi; you are voting on the operational rules for the next year. The board is voting on who gets to manage the lighting (compensation), who keeps the books straight (audit), and whether they should change the main stage setup (governance). The proxy statement is your rulebook and ballot, telling you exactly where to point your vote to ensure the venue runs smoothly and that the people in charge are trustworthy and capable.

🧩 Final Takeaway

This proxy statement reveals that DoorDash's board operates with a sophisticated, independent committee structure to manage corporate governance, risk, and compensation. The company's focus is heavily on maintaining rigorous oversight and ensuring management incentives are aligned with long-term shareholder value.