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DOCUSIGN, INC.

For the period ended Apr 15, 2026. Filed Apr 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 15, 2026 · Filed Apr 16, 2026

DOCU$77.61-1.7%Stored close · as of Nov 6, 2026
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COMPENSATION-SETTING PROCESS

The Role of Our Compensation and Leadership Development Committee

The Committee has primary responsibility for setting the compensation of our executive officers, including NEOs. This includes determining each element of NEO compensation and the dollar amounts or target amounts for those elements, as well as selecting the metrics and approving the related target, threshold and maximum levels for performance-based compensation and determining the level of actual achievement of the metrics. The Committee is also responsible for determining our peer group of companies for purposes of comparing market levels of compensation. Mr. Beer, our Board Chair, also regularly attends Committee meetings and provides recommendations and advice.

The Role of Our Management Team

In making its decisions, the Committee also relies on input from our management, including our CEO. Members of our management team provide the Committee with perspectives and advice on selecting performance metrics and related target levels and on the composition of our compensation peer group. Our CEO also provides the Committee with compensation recommendations based on the individual performance of each NEO and on market levels of compensation for each NEO given his or her functional role and scope of authority. No member of management, including our CEO, participated or participates in discussions of his or her own performance or compensation.

442026 Proxy StatementDocusign

The Role of Our Compensation Consultant

Pursuant to its charter, the Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The Committee has the authority to make all determinations regarding the engagement, fees and services of these advisors, and any such advisor reports directly to the Committee. For fiscal 2026, the Committee engaged Compensia as its independent compensation consultant. During fiscal 2026, Compensia was retained to:

Advise the Committee on a competitive compensation framework relevant to a public company at our stage of development;

Advise the Committee on the composition of our compensation peer group;

Provide market analyses of the compensation of our executive officers, including our NEOs (annually) and non-employee directors (biennially);

Provide input on the design of our annual cash incentive plan and PSU program;

Provide market analyses and advise the Committee on executive severance and change in control provisions;

Advise the Committee on public disclosures relating to our executive compensation program;

Assist the Committee in assessing the risks under our compensation programs;

Assist the Committee with the development of the compensation package for our CEO;

Provide advice on our retention program; and

Provide advice on compensation for key employees.

Compensia representatives attended Committee meetings and periodically met with members of our management team in the course of carrying out its work. The Committee has evaluated Compensia’s independence pursuant to Nasdaq listing standards and the relevant SEC rules and determined that no conflict of interest has arisen as a result of the work performed by Compensia.

Fiscal 2026 Compensation Peer Group

In setting NEO compensation for fiscal 2026, the Committee reviewed compensation data from a group of public companies which we believe are comparable in size and industry to us. This peer group consisted of publicly traded software and services companies generally headquartered in the U.S. that had revenues between 0.5x and 2.0x of Docusign’s revenues and/or had a market capitalization between 0.33x and 3.0x of Docusign’s market capitalization. In addition, the Committee focused on companies with a market-capitalization-to-revenue multiple of 2x or more.

In December 2024, the Committee reviewed the compensation peer group that would be used for fiscal 2026 compensation decision making. In assessing each of the companies against the selection criteria, the Committee elected to exclude Autodesk and CrowdStrike Holdings due their relatively high market capitalization at the time, and Splunk due to its acquisition, and elected to include Gen Digital, Zscaler, and MongoDB due to a reasonable fit across the selection criteria. As a result, the Committee approved the following compensation peer group that was used for reference in making compensation decisions during fiscal 2026:

Fiscal 2026 Peer Group
CoStar GroupMongoDBThe Trade DeskZoom Video Communications
DropboxNutanixToastZscaler
Gen DigitalOktaTwilio
HubSpotPaycom SoftwareUnity Software
InformaticaRingCentralVeeva Systems
Docusign2026 Proxy Statement45

The Committee also refers to executive compensation surveys from Radford, an Aon Hewitt company, as needed, covering peers that participate in Radford and other U.S. public software companies with similar revenue. These surveys, as well as the peer group information, serve as data points in determining the appropriate components of the overall compensation of our executive officers, but the Committee does not benchmark its compensation to any particular level or against any specific member of our compensation peer group or such surveys.

In setting the elements of compensation for our NEOs, the Committee reviewed the base salary, annual cash incentives, total target cash compensation, long-term incentives and total direct compensation of our NEOs compared to those compensation elements for similarly situated executives at the companies in our compensation peer group. Compensia provided compensation data at the 25th, 50th, 60th and 75th percentiles for our compensation peer group, and the Committee used this information as a reference when making compensation decisions for our NEOs.

The Committee did not set NEO compensation levels based solely on comparison percentiles from the comparable companies’ data. Instead, the Committee used these percentiles to evaluate the overall competitive marketplace for key talent, and relied on its own judgment in setting NEO compensation amounts after taking into consideration other relevant factors, including the scope, responsibility and skills required of each NEO’s position, each of our NEOs’ contributions and past performance, achievement of short- and long-term objectives, prevailing market conditions, the competitive market (based on an analysis of compensation peer group and survey data), and internal pay parity.

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