Keith Yandell

About Keith Yandell

Keith Yandell is Chief Business Officer at DoorDash (since January 2022), having joined DoorDash in April 2016 as General Counsel and later serving as Chief Business and Legal Officer (2018–2021). He previously was Director of Litigation and Senior Counsel at Uber (2015–2016) and a partner at Allen Matkins (2010–2015). He holds a B.A. in Political Science and American Studies from UC Davis and a J.D. from UCLA . In 2024, DoorDash delivered 24% revenue growth to $10.7B, first full-year positive GAAP net income of $123M, adjusted EBITDA of $1.9B, and free cash flow of $1.8B, reflecting strong operating execution tailwinds for incentive alignment .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for Yandell in the latest proxy .

Fixed Compensation

Performance Compensation

DoorDash’s NEO long-term incentives are time-based RSUs (no PSU/options for NEOs; the company has not granted stock options to executive officers since 2018). CEO has a separate 2020 performance award; other NEOs (including Yandell) receive time-based RSUs vesting quarterly to emphasize retention and stock-price alignment .

• 2024 RSU grant: 29,938 units; grant-date fair value $3,520,409; granted May 6, 2024; vests 1/16 on May 20, 2024 then in 15 equal quarterly installments (commencement 2/20/2024) .
• 2023 RSU grants: 41,165 units (4-year vest; 1/16 on 5/20/2023 then 15 quarterly) valued $2,451,787; and 34,304 units (2-year vest; 1/8 on 5/20/2023 then 7 quarterly) valued $2,043,146 .

Multi‑Year Compensation (Summary Compensation Table)

Equity Ownership & Alignment

• Beneficial ownership (Keith Yandell): 41,485 Class A shares as of March 1, 2025; <1% of outstanding; no Class B . Prior year (Mar 15, 2024): 75,922 Class A shares .
• Vested vs unvested (as of 12/31/2024) – outstanding unvested RSUs and market value at $167.75 close:
  • 2,470 ($414,343); 15,579 ($2,613,377); 23,156 ($3,884,419); 4,288 ($719,312); 24,325 ($4,080,519) .
• Options: none outstanding as of 12/31/2024; company ceased granting options to execs since 2018 .
• Hedging/pledging: Company policy prohibits hedging, pledging, and holding shares in margin accounts (alignment and risk control) .
• Insider trading framework: quarterly blackout windows, pre‑clearance for executives, and encouragement of 10b5‑1 plans .
• Insider sales/10b5‑1: On Aug 25, 2025, Yandell sold small blocks (200–2,265 shares per line, prices ~$243–247) under a Rule 10b5‑1 plan adopted Sept 6, 2024; reported holdings reflected RSUs; signature via POA (Feb 7, 2025) .

Stock Vested and Realized

Employment Terms

• At-will employment; current base salary $350,000 (see Fixed Compensation) .

• Executive Change‑in‑Control and Severance Plan:

  • Termination without cause (outside CIC): 12 months base salary; COBRA gross-up; 12 months acceleration of time‑based RSUs .
  • Double‑trigger CIC (3 months pre/12 months post): lump sum 12 months base; COBRA gross-up; 100% equity acceleration (performance awards at 100% target; CEO award excluded) .
  • No excise tax gross‑ups; best‑net (“cutback”) under 280G if needed .

• Potential payments for Keith Yandell (if terminated effective 12/31/2024): | Scenario | Severance ($) | Benefits ($) | RSUs ($) | Total ($) | |---|---:|---:|---:|---:| | Termination without cause | 350,000 | 50,404 | 6,206,079 | 6,606,483 | | CIC + qualifying termination | 350,000 | 50,404 | 11,711,970 | 12,112,373 |

• Clawback: 2023 policy compliant with Rule 10D‑1; recovery of incentive‑based compensation upon material restatement .

Compensation Structure Analysis

• Cash vs equity: Base salary kept below market; no annual cash bonus; nearly all value delivered via RSUs (at‑risk, market-aligned) .
• Shift to RSUs and option stance: DoorDash has not granted stock options to executive officers since 2018 (reduces risk and potential for repricing issues) .
• Governance and shareholder feedback: Say‑on‑Pay support >96% at 2024 AGM; program maintained with continued emphasis on equity alignment .
• Peer benchmarking: Peer set emphasizes marketplace/consumer tech (e.g., Airbnb, Block, PayPal, Expedia, Roblox, Toast, Shopify, Spotify, Uber, Instacart, Pinterest, etc.), with modest changes in 2024/2025 to reflect scale/growth .

Company Performance Context (for pay‑for‑performance)

Notes: Non‑GAAP reconciliations in Form 10‑K as referenced in the proxy .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for executives (reduces misalignment risk) .
• Equity acceleration: 100% acceleration on double‑trigger CIC can increase transaction‑related selling pressure, but is market‑standard and balanced by no excise tax gross‑ups .
• Insider sales cadence: Programmatic 10b5‑1 sales and sell‑to‑cover transactions imply predictable supply, not discretionary timing around news; multiple Form 4s note 10b5‑1 and tax cover .

Equity Ownership Detail (as of 12/31/2024)

Say‑on‑Pay & Committee Governance

• Say‑on‑Pay approval exceeded 96% at the 2024 annual meeting .
• Compensation Committee: independent directors; advisor Semler Brossy vetted for independence .

Investment Implications

• Alignment: Yandell’s compensation is predominantly equity RSUs with multi‑year vesting and no cash bonus since 2021, tightly aligning realized pay to stock performance and retention .
• Retention risk: Significant unvested RSUs ($11.7M as of 12/31/2024) and ongoing quarterly vesting reduce near‑term flight risk; however, 100% acceleration on double‑trigger CIC may concentrate selling around a transaction .
• Trading signals: Documented 10b5‑1 plan and periodic sell‑to‑cover activity suggest systematic, rules‑based selling rather than event‑driven timing, muting negative signaling from insider sales .
• Governance quality: Prohibitions on hedging/pledging and an updated Dodd‑Frank‑compliant clawback policy support shareholder‑friendly risk controls .