Andy Fang

About Andy Fang

Andy Fang, age 32 as of April 25, 2025, is a DoorDash co‑founder and Class II director (director since May 2013; current term expiring at the 2025 annual meeting, nominated to serve through 2028). He is an employee director and Head of LaunchPad (new software products) since November 2022; previously served as CTO (May 2013–February 2019) and Head of Consumer Engineering (February 2019–November 2022). He holds a B.S. in Computer Science from Stanford University .

Past Roles

Organization	Role	Tenure	Committees/Impact
DoorDash, Inc.	Co‑founder; Director (Class II)	Director since 2013; nominated to 2028 term	Not listed as a member of audit, compensation, or nominating committees
DoorDash, Inc.	Head of LaunchPad (new software products)	Nov 2022–present	Product leadership; engineering oversight
DoorDash, Inc.	Head of Consumer Engineering	Feb 2019–Nov 2022	Consumer engineering leadership
DoorDash, Inc.	Chief Technology Officer	May 2013–Feb 2019	Foundational technology leadership

External Roles

Organization	Role	Tenure	Notes
None disclosed	—	—	The proxy biography for Fang does not list other public company directorships .

Board Governance

Independence: The board determined seven of ten directors are “independent” (Brown, Mertz, Still, Blackburn, Doerr, Lin, Piacentini); Fang is not listed among independent directors and is an employee director .
Committees: Audit (Brown, Lin, Mertz; chair Mertz), Compensation (Blackburn, Lin, Still; chair Lin), Nominating & Corporate Governance (Doerr, Piacentini; chair Doerr). Fang is not identified as serving on these committees .
Attendance: Board held 4 meetings in 2024; the company states each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
Board structure: Classified board; Lead Independent Director is Shona L. Brown . Risk oversight primarily via Audit, Compensation, and Nominating committees .

Fixed Compensation

Component (FY2024)	Amount	Notes
Director fees (cash)	$0	Employee directors receive no additional compensation for board service .
Director equity awards	$0	Employee directors do not receive outside director equity grants .
Base salary (employee)	$337,444	Employee compensation for 2024 .
Meal benefit gross‑up	$57	Tax gross‑up from employee meal benefit .
401(k) matching	$6,794	Company match .
RSUs (grant‑date fair value, employee)	$598,296	ASC 718 fair value .
Total employee compensation	$942,591	Sum of salary, gross‑up, 401(k) match, RSUs .

Note: Outside Director Compensation & Equity Ownership Policy applies to non‑employee directors (cash retainer $60,000; additional chair/LID fees; equity grants; ownership guideline = 4x annual cash retainer). As an employee director, Fang’s compensation follows employee arrangements, not the outside director policy .

Performance Compensation

Grant Date	Award Type	Shares (Unvested as of 12/31/2024)	Vesting Schedule
4/20/2021	RSU	562	25% on 2/20/2022; remaining in 12 equal quarterly installments thereafter .
4/20/2022	RSU	6,232	1/16 on 5/20/2022; remaining 1/16 quarterly thereafter .
4/20/2023	RSU	1,244	1/8 on 5/20/2023; remaining 1/8 quarterly thereafter .
4/22/2024	RSU	2,939	1/8 on 5/20/2024; remaining 1/8 quarterly thereafter .

Performance Metrics	FY2024 Status
Revenue/EBITDA/TSR metrics tied to equity awards	Not disclosed; Fang’s RSU vesting is time‑based per grant schedules above .

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlock/Notes
None disclosed	—	—	No external public boards listed for Fang .
DoorDash, Inc.	Director (Class II)	Not listed on core committees	Voting agreement: Fang (and Tang) granted Tony Xu authority via irrevocable proxy to direct the vote of their Class B shares, centralizing voting control .

Expertise & Qualifications

Co‑founder with deep consumer and software engineering leadership; Head of LaunchPad overseeing new software products development .
Technical education: B.S. in Computer Science (Stanford) .
Board selected him for perspective and experience as a co‑founder .

Equity Ownership

Holding Type	Shares	Notes
Class A common stock	7,442	Held of record by Fang .
Class B common stock (direct)	50,285	Held of record by Fang .
Class B common stock (AF Living Trust)	6,189,604	Held as Trustee of The AF Living Trust UTA dated 9/4/19 .
Total Class B (direct + trust)	6,239,889	Computed from components above .
Voting agreement	—	Xu has authority to vote Fang’s Class B shares via irrevocable proxy, a control‑enhancing mechanism .
Unvested RSUs outstanding	See table above	562 (2021), 6,232 (2022), 1,244 (2023), 2,939 (2024) .
Pledging/Hedging	Not disclosed in reviewed sections	—

Governance Assessment

Independence and committee participation: Fang is not an independent director and is not identified as serving on key committees (audit, compensation, or nominating), limiting formal oversight roles; this aligns with best practices that committees be composed of independent directors .
Control structure red flag: Voting agreement grants Tony Xu proxy authority over Fang’s Class B voting power, reinforcing founder‑centric control and potentially diluting minority shareholder influence on governance outcomes .
Attendance and engagement: Company reports at least 75% attendance by each director and full attendance at the 2024 annual meeting, mitigating concerns about meeting participation; board met 4 times in 2024 .
Compliance signal: One late Form 4 for Fang in 2024 due to administrative error relating to a Class B→Class A conversion and 10b5‑1 sales; minor process lapse but disclosed and characterized as administrative .
Alignment: Significant beneficial ownership in Class B shares and ongoing time‑based RSU vesting provides strong economic alignment, though the proxy‑based voting arrangement concentrates control with the CEO .

RED FLAGS: Founder control via irrevocable proxy (vote concentration); non‑independent status with no committee roles. Attendance appears adequate; no additional related‑party transactions were identified in the reviewed proxy sections beyond voting arrangements .