Daniel Sundheim
Director at CART
Board
About Daniel Sundheim
Independent Class II director of Maplebear Inc. (Instacart) since June 2020; age 48; nominated for re‑election to a term expiring at the 2028 annual meeting. Founder and Chief Investment Officer of D1 Capital Partners L.P. (since 2018); previously CIO and Co‑CIO at Viking Global Investors. B.S. in Economics from the Wharton School, University of Pennsylvania. Board selected him for “extensive financial and business expertise.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D1 Capital Partners L.P. | Founder & Chief Investment Officer | 2018–Present | Leads investment strategy; affiliated entities are major Instacart stockholders |
| Viking Global Investors | Analyst; Portfolio Manager; Co‑CIO; CIO | 2002–2017 | Senior investment leadership background |
| Maplebear Inc. (Instacart) | Director (Class II) | 2020–Present | Nominated to serve through 2028; independence affirmed under Nasdaq rules |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| D1 Capital Partners L.P. | Founder & CIO | No | Investment manager indirectly controlled by Sundheim; affiliated with 5%+ Instacart holders |
| Other public company boards | — | None disclosed | Proxy does not list any current public company directorships for Sundheim |
Board Governance
- Committee assignments: Compensation Committee member; also on compensation subcommittee (with Ravi Gupta and Lily Sarafan) that approves Rule 16b‑3 transactions for officers/directors. Chair of Compensation Committee is Ravi Gupta. Audit Committee (Dolan, Levien, Moritz); Nominating Committee (Moritz, Gupta, Sarafan).
- Independence: Board affirmatively determined Sundheim is independent under Nasdaq listing standards.
- Attendance/engagement: Board met 5 times; Compensation Committee met 5 times; Nominating met 3; Audit met 5. Each director attended ≥75% of aggregate board and committee meetings; 6 of 8 directors attended the 2024 annual meeting. Lead Independent Director is Lily Sarafan; she presides over independent director sessions.
- Term/structure: Staggered board; Sundheim is Class II with term ending at 2025 annual meeting; nominated for term expiring at 2028 annual meeting.
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Cash fees (Sundheim) | $60,000 | FY 2024 | As reported in Director Compensation Table |
| Stock awards (Sundheim) | $211,524 (grant‑date fair value) | FY 2024 | ASC 718 accounting value; 6,841 unvested RSUs at 12/31/2024 |
| Standard non‑employee director cash retainers | Board member $50,000; Lead Independent Director $30,000; Audit member $15,000 / Chair $25,000; Compensation member $10,000 / Chair $20,000; Nominating member $7,500 / Chair $15,000 | Effective Jan 1, 2025 | Policy amended Nov 2024; payable quarterly, prorated for service |
Performance Compensation
| Equity Component | Grant Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual director RSU grant | $250,000 grant‑date fair value | Vests in full at next annual meeting or 1‑year anniversary | Applies to all non‑employee directors unless waived; accelerates on Change in Control |
| Initial director RSU grant | $250,000 grant‑date fair value | 3 equal annual installments over 3 years | For newly appointed directors; accelerates on Change in Control |
| Sundheim unvested RSUs | 6,841 shares | Per award terms | Unvested director RSUs as of 12/31/2024 |
No director performance metrics (e.g., EBITDA/TSR hurdles) are disclosed for non‑employee director equity; awards are time‑vested RSUs.
Other Directorships & Interlocks
- Investors’ Rights Agreement: Instacart is party to an amended and restated investors’ rights agreement with certain holders, including entities affiliated with D1 Capital Partners (5%+ holders).
- Related party share repurchase: On Aug 14, 2024, Instacart repurchased 3.7 million shares from D1 Iconoclast Holdings LP for $117 million under its buyback program; Audit Committee formed a subcommittee (Victoria Dolan, Michael Moritz) of non‑employee directors to approve under Rule 16b‑3.
- Philanthropy: In Feb 2025, a non‑profit foundation of which Sundheim serves as president donated $1 million (on behalf of the Board) for supplies on Instacart to support LA County schools affected by wildfires.
Expertise & Qualifications
- Capital markets and investment leadership: Founder & CIO of D1 Capital; prior CIO/Co‑CIO at Viking Global Investors.
- Education: B.S. Economics, Wharton School, University of Pennsylvania.
- Board’s rationale: Selected for “extensive financial and business expertise.”
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Daniel Sundheim (including affiliated holdings) | 35,697,535 | 14% | Includes (a) D1‑affiliated holdings per Schedule 13G/footnotes and (b) 14,283 shares held personally by Sundheim |
| Entities affiliated with D1 Capital Partners | 35,683,252 | 14% | D1 Management Co. and Sundheim share voting/dispositive power over certain shares; complex group relationships with GCM affiliates detailed in footnotes |
| Sundheim personal holding (subset) | 14,283 | <1% | Personal shares distinct from D1‑affiliated holdings |
| Sundheim unvested director RSUs | 6,841 | — | As of 12/31/2024 |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging by directors. No pledging disclosed for Sundheim.
- Ownership guidelines: Proxy does not disclose director stock ownership guideline multiples; not stated.
Governance Assessment
- Strengths: Independent director with deep financial acumen; active Compensation Committee member; Board uses independent subcommittees for related‑party approvals; strong say‑on‑pay support in 2024 (>99% of votes cast).
- Alignment: Significant beneficial ownership via D1 aligns interests with shareholders; director equity grants in RSUs support long‑term alignment; company prohibits hedging/pledging.
- Risks/RED FLAGS:
- Large shareholder influence: D1‑affiliated 14% stake and investors’ rights agreement could present influence risks; monitoring of committee independence and recusals is warranted.
- Related‑party transactions: 2024 repurchase from D1 Iconoclast ($117M) constitutes related‑party exposure; mitigated by approval through a non‑employee director subcommittee under Rule 16b‑3.
- Attendance/engagement: All directors met ≥75% threshold; committees active (5 meetings each for Audit/Compensation). Continued monitoring of individual attendance (not itemized) advised.
Director Compensation – Detail (FY 2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 |
| Stock Awards ($) | $211,524 (ASC 718) |
| Total ($) | $271,524 |
| Unvested RSUs (#, 12/31/2024) | 6,841 |
Board Structure & Policies (Context)
- Lead Independent Director: Lily Sarafan; presides over independent sessions and evaluation.
- Committee activity: Compensation Committee responsibilities include executive/director compensation, equity plans, severance/CoC arrangements, HCM, succession planning; Sundheim sits on this committee/subcommittee.
- Corporate policies: Corporate Governance Guidelines include board service limits (no more than four additional public boards without approval); Insider Trading Policy prohibits hedging/pledging.
Overall, Sundheim’s independence, investment expertise, and material ownership provide alignment, while the D1‑related repurchase and investors’ rights agreement represent the principal conflict vectors—addressed procedurally via independent subcommittee approval and disclosures. Continued vigilance on recusals and transparent oversight is appropriate for investor confidence.