Founder Control and Pay

What the founder owns

Jeff Green has increased his stake in The Trade Desk with his own cash, and he also has more control than his economics support. He owns 11.2% of the shares and 49.7% of the votes, and in March 2026 he bought $148.1 million of stock in the open market. Between September 2025 and May 2026, holders of the Class A shares voted against extending his control and against his pay, and lost both.

Beneficial ownership at March 6, 2026 splits cleanly. Green held 11,483,384 Class A shares — 2.6% of that class, including options exercisable within sixty days — and 42,071,879 Class B shares, or 97.6% of the supervoting class. Together that is 53.6 million shares out of 478.0 million outstanding, 11.2% of the equity, carrying 49.7% of the votes because each Class B share carries ten [1]. All eight current executive officers and directors together hold 49.8% of the votes on 3.0% of the Class A shares [2]. Green's own Schedule 13G/A, filed May 15, 2026, reports 11.3%, up from 9.7% in November 2024 [3].

The increase was bought, not granted. Across three sessions from March 2 to March 4, 2026, Green purchased 6,000,000 Class A shares in four open-market transactions — 527,324 at $23.49, 1,472,676 at $24.16, 1,685,696 at $24.97 and 2,314,304 at $25.08 — for $148.1 million at an average of $24.68 [4]. At $17.29 that block is worth $103.7 million, a paper loss of $44.4 million, or 30%. The company's insider trading policy bars pledging shares as collateral for a loan or holding them in a margin account, so the purchase was not levered against the stock [5].

Sources: 2026 Definitive Proxy Statement, beneficial ownership as of March 6, 2026 [6]; Form 4 filings, March 2026 [7].

The Form 4 disclosing the purchase was filed on March 4, 2026. The shares closed at $25.17 that day and $29.79 the next, an 18% move on 82.5 million shares against roughly 20 million in each of the preceding sessions. On March 5, Kathryn Falberg — appointed chair of the audit committee in April 2025 [8] — sold 152,828 shares at $30.45 and $30.48, raising $4.66 million at an average 23% above the price Green had just paid [9]. She resigned from the board eighteen days later.

The 2025–2026 vote record

Three ballots in the past year separate the founder's alignment from his accountability. Each was decided by the ten-vote shares, and on each the Class A holders can be counted precisely. The method is to assume the Class B shares present were voted in favour and to net their votes out of the disclosed totals; the residual then has to equal the Class A votes present, and on all three ballots it does, to the single share. An exact reconciliation is not proof, but it is hard to produce by accident.

At the special meeting of September 16, 2025, stockholders approved amending the articles of incorporation to move the date on which all Class B shares automatically convert to Class A. Of 356,794,733 shares present carrying 746,006,717 votes, 516,037,827 were cast for, 228,364,796 against and 1,604,094 abstained [10]. Solving the two-class arithmetic gives 43,245,776 Class B shares present, worth 432,457,760 votes; net those out and the Class A shares present voted 83,580,067 for and 228,364,796 against, a residual that with the 1,604,094 abstentions sums back to the 313,548,957 Class A votes present exactly. Roughly 73% of Class A votes cast opposed the extension. It carried with 69% of the votes cast.

At the annual meeting of May 4, 2026, the same decomposition holds. Say-on-pay drew 509,592,084 votes for and 172,498,666 against, with 66,028,847 broker non-votes; stripping out the 430,718,790 Class B votes present leaves Class A holders 78,873,294 for and 172,498,666 against — again reconciling exactly to the 252,104,037 Class A votes cast [11]. Some 69% of Class A votes rejected the compensation programme; it passed with 75% overall.

The third ballot needs no arithmetic. The articles reserve one board seat to be elected by Class A holders voting separately as a class while the dual-class structure stands [12]. Andrea Cunningham, the incumbent in that seat and a member of the committee that negotiated the control extension, drew 82,759,848 votes for and 169,344,189 withheld — 67% of the class withholding from the only director it elects. Under plurality voting she was elected [13].

Sources: derived from disclosed vote totals by netting out the Class B votes present — Form 8-K, September 17, 2025, reporting 516,037,827 votes for and 228,364,796 against [14]; Form 8-K, May 8, 2026 [15]. Percentages exclude abstentions; the Class A director seat is elected by Class A holders alone.

The Class A base is not hostile to Green himself. On the same ballot, his own re-election drew 200,811,565 Class A votes for against 51,292,472 withheld — 80% support [16]. Minority holders back the founder and decline to endorse the machinery that is supposed to price him.

Sources: derived from disclosed vote totals, Form 8-K September 17, 2025, reporting 516,037,827 votes for and 228,364,796 against [17] and Form 8-K May 8, 2026 [18]; both bases measured as votes for divided by votes for plus against.

The ten-year extension

The September 2025 vote mattered because the clock was about to run out. Under the articles then in force, every Class B share was to convert automatically into Class A on the first trading day on or after December 22, 2025 — three months after the meeting. The amendment moved that date to December 22, 2035, a ten-year extension, and added a waiver of the right to jury trial for internal actions under Nevada law [19].

The negotiation is on the record, meeting by meeting. A special committee of three independent directors — Lise Buyer as chair, Andrea Cunningham and Alex Kayyal [20] — engaged its own counsel and financial adviser [21]. Green opened on May 7, 2025 by proposing to eliminate the sunset entirely, soften the trigger tied to his own departure, and create a class of non-voting Class C shares to dividend out to existing holders. The committee countered on May 20 with a seven-year extension to December 22, 2032, plus two governance concessions: an annual advisory vote on executive pay, and a bylaw letting the lead independent director convene the independent directors [22]. Green came back on June 5 with ten years, and with the clarification that those special meetings of independent directors would be for discussion purposes only. The committee approved his terms five days later, and the board adopted them [23].

So the committee's opening number was seven years and the outcome was ten, on the counterparty's terms. What Class A holders received in exchange was the annual say-on-pay vote they then used, eight months later, to reject the pay programme by 69% — a vote the proxy correctly describes as non-binding.

Nasdaq took a view of its own. On December 9, 2025 the exchange sent a letter of reprimand finding that the amendment violated its voting-rights rules 5640 and IM-5640. The company recorded that it does not concur, did not appeal, and noted the dual-class structure would not change as a result [24]. The 8-K records that the Nasdaq staff concluded it was appropriate to close the matter with the letter, issued in accordance with Nasdaq Rule 5810(c)(4), with no further action to be taken on its part, and that the listing of the Class A shares is unaffected.

Litigation over the structure and over the 2024 move from Delaware to Nevada is still live. A books-and-records action, Scarantino v. The Trade Desk, went to trial in the Delaware Court of Chancery in July 2025; the Vice Chancellor denied the stockholder's exceptions in December 2025 and the appeal to the Delaware Supreme Court remains pending [25].

Pay through the drawdown

Green's summary-compensation total went from $6,756,299 in 2024 to $27,431,583 in 2025 — a fourfold rise in the year the shares fell. The 2025 figure comprises $1,350,000 of salary, $11,589,471 of stock awards, $11,590,864 of option awards, $2,804,775 of non-equity incentive pay and $96,473 of other compensation [26]. Against a median employee's total of $218,847, that is a ratio of 125 to 1 [27].

The company's own pay-versus-performance table sets the two series side by side. A $100 investment made at the end of 2020 was worth $146.73 at the end of 2024 and $47.39 at the end of 2025, while the peer group index rose to $137.99 [28].

Source: 2026 Definitive Proxy Statement, Pay Versus Performance Table, as calculated under Item 402(v) of Regulation S-K [29]. TSR indices show the value of $100 invested at December 31, 2020.

That table also carries the strongest fact against reading the pay rise as unearned. Compensation actually paid — the SEC's mark-to-market measure, which revalues outstanding awards each year — was negative $856.8 million for Green in 2025, and negative $620.3 million in 2022. Whatever the reported figure says, his paper wealth tracks the stock closely, and the 2025 decline is roughly 1.9 times the company's entire net income for that year. The measure is a valuation construct rather than cash, and the 2021 entries are dominated by the initial valuation of a single option grant, so the direction and size of the annual swings carry more information than any total.

Two features of the 2025 award decisions are worth naming. The first is the metric. The cash incentive plan ran on revenue alone, with a target of $2,935 million; actual revenue of $2,896 million produced $2,351,404 for Green against a $2,700,000 target, or 87% [30]. In October 2025, with the fourth quarter under way, the compensation committee adopted a Supplemental Executive Bonus Plan because, on its projections at the time, it "determined it was necessary to provide additional incentive for engagement and achievement" [31]. Fourth-quarter revenue of $847 million beat the supplemental threshold of $830 million [32] and added $453,371 [33]. A year that missed its revenue target by 1.3% paid the CEO 104% of his target bonus. The choice of metric also has a second edge: revenue rises with the company's cut of client spend as well as with the spend itself, so a plan keyed to revenue alone pays out on a higher take rate even in a year when the volume crossing the platform grows far more slowly.

Sources: 2026 Definitive Proxy Statement, Annual Cash Incentive Plan Formula [34] and Supplemental Incentive Plan Award Payments [35].

The second is the form of the equity. The board approved a $30 million target award for Green in April 2025, delivered as 235,367 restricted shares and 450,045 options with an aggregate grant-date fair value of $23,180,335. The restricted shares vest in sixteen equal quarterly instalments and the options monthly over four years; neither carries a performance condition [36]. The proxy is explicit about why these top-ups exist alongside the 2021 mega-grant: annual awards were made in 2023 and 2025 but not 2022 or 2024, another was approved for 2026, and the committee cites "the importance of maintaining a baseline annual compensation level sufficient to provide consistent motivation as market conditions vary from year to year" [37]. The 2026 grant landed on March 3, 2026 — 398,089 restricted shares and 737,028 options, the same week Green was buying in the market [38].

The 2021 grant itself is now far out of the money. It covers 16,000,000 target shares struck at $68.29, vesting in eight tranches on average closing prices from $90 to $340 [39]. Two tranches have vested, 4,800,000 shares in total, in 2021 and 2024; no other price target has been met [40]. At December 31, 2025 Green held 3,385,150 exercisable shares under it plus 14,400,000 unearned, all at $68.29 against a $37.96 close [41]. At $17.29 the next tranche needs an 8.4-fold move and the last a 19.7-fold move. The design has done what it was built to do — it pays nothing until holders are paid first — and the practical consequence is that the instrument meant to align the CEO now exerts almost no pull, which is precisely the gap the time-vesting top-ups fill. The 14,400,000 unearned shares stay tied to the $68.29 strike, while the 2025 and 2026 annual awards vest on the passage of time alone.

Oversight and turnover

The apparatus that sets and polices this pay has thinned faster than the pay has moved. The chief financial officer's chair has changed hands three times in under eleven months. Laura Schenkein left the role on August 21, 2025 and was succeeded by Alex Kayyal, a sitting director since February 2025; Kayyal ceased serving on January 24, 2026 [42]. Chief accounting officer Tahnil Davis held the post on an interim basis until Nate Olmstead took it on July 9, 2026 [43].

Kayyal's 2025 compensation, covering 156 days as CFO plus the earlier months as a non-employee director, totalled $12,940,803 [44] — including a $600,000 signing bonus and $11.4 million of stock and option awards — plus a separation package of $1,200,000 in salary and bonus, $400,000 to relocate to the United Kingdom, $39,717 of COBRA, $15,992 of accrued vacation, and twelve months of equity acceleration worth $2,607,132 at grant-date fair value [45]. Schenkein's exit added $1,000,000 of severance, $623,283 of incentive pay, $71,754 of her legal fees, $46,154 for unused sabbatical, and $5,878,074 of accelerated equity value recognised in 2025 [46].

Kayyal's appointment also removed one of the three independent directors negotiating opposite Green. He resigned from the special committee on becoming CFO on August 21, 2025 [47]. The committee had already delivered its recommendation on June 10; the shareholder vote was still four weeks away.

Four directors resigned over five weeks. Net of Andrew Vollero's appointment effective April 3, that took the board from eight members to five, rebuilt to seven by July 2026. Gokul Rajaram gave notice on March 3, 2026, effective April 3 [48]. Kayyal resigned from the board on March 19 and Falberg on March 23, both effective immediately [49]. Lise Buyer, who had chaired the special committee, gave notice on March 31, effective April 3 [50]. Each filing states the resignation was not the result of a disagreement with the company, and none gives a reason.

The audit committee that had been Falberg, Buyer and Rajaram at the 10-K filing was reduced to a single member [51]. By the April 2026 proxy, Andrew Vollero was "the sole member" and its chairperson [52]. On March 24 the company told Nasdaq it no longer complied with Listing Rules 5605(c)(2)(A) and 5605(d)(2)(A), which require three independent directors on the audit committee and two on the compensation committee, and received a notice of noncompliance with a cure period running to September 21, 2026 [53].

The rebuild has been quick. Vollero joined effective April 3, 2026 [54]; David Haddad joined the board and the audit committee effective June 11, taking the board from five to six [55]; Penry Price joined effective July 9 as an audit committee member and chair of the compensation committee, taking it to seven [56]. On the 8-Ks' own arithmetic the audit committee reached three members on July 9, ten weeks before the deadline. No filing in the corpus records Nasdaq confirming that compliance has been restored.

Sources: Forms 8-K filed March 2025 through July 2026 [57] [58] [59] [60] [61] [62]; 2026 Definitive Proxy Statement [63]; Form 4 filings [64].

One more piece of the record cuts against management. The consolidated securities class action's amended complaint adds a claim under Section 20A alleging that the chief executive, the then-chief financial officer and the chief strategy officer traded on inside information during a class period running from November 2023 to August 2025; the court denied the motion to dismiss on March 17, 2026 [65]. Surviving dismissal is not a finding of liability. Set against it, the proxy records that all Section 16 reports were filed on time in 2025, and that Green reimbursed the company roughly $628,000 for personal use of aircraft rather than taking it as a perquisite — the company, in turn, reimbursed him about $1,000,000 of legal fees for litigation naming him as CEO [66].

What would change the read

The evidence supports a specific and narrow conclusion: on this record, the founder's economic alignment is unusually strong and the independent check on him is unusually weak, and the two facts are separate rather than offsetting. A holder buying at $17.29 is buying alongside someone who paid $24.68 with his own cash four months earlier and who cannot exit without collapsing his own control premium. That holder is also buying into an entity where the Class A majority has been outvoted on the two questions it was allowed to answer, where the board lost four members in five weeks, and where the audit committee spent a quarter of 2026 below the exchange's minimum size. For an investor who prizes founder ownership, the first fact is the attraction and the second is its price — and the second is what determines whether a discount to intrinsic value can ever be closed by anyone other than Green.

Three things would move this assessment. Continued open-market buying by Green at prices near the current level would strengthen the alignment read materially, since the March purchase is a single event and Form 4 filings will show whether it repeats. A compensation committee that in 2026 either drops the mid-year supplemental mechanism or attaches a performance condition to the CEO's annual grant would show the new chair changing the substance rather than the composition. And a Nasdaq confirmation that both committees are compliant, together with two or more genuinely independent additions who are not recruited into management, would restore the check the September 2025 bargain was supposed to buy. Absent those, the arithmetic of the last three ballots is the best available guide to how the next contested decision will go: the Class A shares can register a view and cannot carry one, and the reader can weigh that alongside the cash generation and share count set out in Cash and Share Count.