Prabir Adarkar

About Prabir Adarkar

Prabir Adarkar, 48, is DoorDash’s Chief Operating Officer and President (since March 2023) and previously served as CFO (August 2018–March 2023). He holds a B.E. in Electronics Engineering (University of Mumbai), an M.S. in Electrical Engineering (Columbia University), and an MBA (NYU) . In 2024, DoorDash delivered revenue of $10.7B (+24% y/y), Adjusted EBITDA of $1.9B (from $1.2B), free cash flow of $1.8B, and its first full year of positive GAAP net income ($123M), with 2.58B orders (+20% y/y) and GOV of $80.2B (+20% y/y) . The company’s year-end stock price (company’s selected measure) rose to $168 in 2024 from $99 in 2023 .

Past Roles

External Roles

• No external public company directorships or committee roles disclosed for Adarkar in the 2025 proxy .

Fixed Compensation

Performance Compensation

DoorDash emphasizes long-term equity; Adarkar’s awards are time-vested RSUs (no PSUs for him). Key 2024 grant and vesting mechanics below.

• 2024 RSU grant sizing and vesting | Grant date | Award type | Units granted | Grant-date fair value | Vesting schedule | |---|---|---:|---:|---| | May 6, 2024 | RSU | 112,270 | $13,201,829 | 1/16 on May 20, 2024; remainder in 15 equal quarterly installments (service-based) |

• Outstanding awards and vesting schedules (as of 12/31/2024) | Grant date | Unvested RSUs (shares) | Market value ($) at 12/31/2024 | Vesting footnote | |---|---:|---:|---| | Apr 20, 2021 | 4,042 | $678,046 | 1/4 on 2/20/2022; remainder in 12 equal quarterly installments | | Apr 20, 2022 | 31,157 | $5,226,587 | 1/4 on 2/20/2023; remainder in 12 equal quarterly installments | | Apr 20, 2023 | 108,060 | $18,127,065 | 1/16 on 5/20/2023; remainder in 15 equal quarterly installments | | Apr 20, 2023 | 8,577 | $1,438,792 | 1/8 on 5/20/2023; remainder in 7 equal quarterly installments | | May 6, 2024 | 91,220 | $15,302,155 | 1/16 on 5/20/2024; remainder in 15 equal quarterly installments |

• Option awards (legacy) | Grant date | Options exercisable | Strike | Expiration | |---|---:|---:|---| | Oct 10, 2018 | 458,550 | $7.16 | Oct 9, 2028 |

• 2024 vesting/realizations (supply/monetization signal) | 2024 Activity | Shares | Value realized | |---|---:|---:| | Options exercised | 124,000 | $16,566,638 (FMV less strike) | | RSUs vested | 149,415 | $20,179,335 (at vesting price) |

Notes

• Company does not grant stock options to executives post-2018; equity is delivered as RSUs and sized via a policy using average prior-month share price and grant timing (approval by mid-month; grant effective on 20th of following month) .
• No cash bonuses or other short-term incentives for NEOs since 2021 .

Multi‑Year Compensation (Summary Compensation Table)

All other compensation (2024) detail for Adarkar:

• $29,000 for personal security assessments; tax gross-ups of $25,768 for security services and $11 for meal benefit; includes 401(k) match .

Equity Ownership & Alignment

• Beneficial ownership: 1,050,716 Class A shares (682,166 owned + 368,550 options exercisable within 60 days); <1% of outstanding shares .
• Unvested RSUs by grant and market value as of 12/31/2024 included above (aggregate unvested market value ≈ $40.8M per grant-level values) .
• Policies: Hedging and pledging of company stock by officers is prohibited; short sales and derivatives are banned; 10b5-1 pre-clearance applies for certain insiders .
• Insider selling/pressure indicators: In 2024, Adarkar exercised 124,000 options ($16.57M value realized) and had 149,415 RSUs vest ($20.18M value realized), indicating material equity monetization/settlement activity during the year .

Employment Terms

• Employment is at-will (offer letter framework) .
• Executive Change in Control and Severance Plan (amended Jan 2024 to add 12 months equity acceleration for non-CIC terminations) .

Severance economics (if separation at 12/31/2024 pricing):

• Outside change in control (involuntary termination without cause):
  • 12 months base salary ($350,000)
  • Lump-sum COBRA gross-up for 12 months ($52,805)
  • 12 months acceleration of time-based RSUs (value $19,062,775 at $167.75)
• Change in control + qualifying termination (double trigger within −3/+12 months of CIC):
  • Lump-sum 12 months base salary ($350,000)
  • Lump-sum COBRA gross-up for 12 months ($52,805)
  • 100% acceleration of unvested equity (time-based; performance awards at target if applicable) valued at $40,772,644 at $167.75; CEO’s special 2020 award excluded by separate terms
• 280G treatment: “Best net” cutback (no excise tax gross-up) .
• Clawback: Applies to officers for three completed fiscal years preceding any required restatement; recovery of excess incentive-based compensation mandated .

Severance and acceleration summary (Adarkar):

Compensation Structure Analysis

• Strong equity orientation; NEO base salaries intentionally below market to weight pay to equity; no annual cash bonuses since 2021 (heightens stock-price linkage, but with time-based RSUs vs PSUs) .
• Governance: Clawback policy in place; hedging/pledging prohibited; no excise tax gross-ups; COBRA gross-up provided in severance; no pension/SERP .
• January 2024 amendment increased off‑CIC equity acceleration to 12 months, modestly increasing retention value of unvested RSUs outside a transaction .
• Say‑on‑pay support was >96% in 2024, signaling investor acceptance of the equity-heavy model .

Compensation Peer Group (Benchmarking context)

• 2024 peer group (used for setting 2024 pay) included: Airbnb, Block, Bookings.com B.V., Coinbase, eBay, Expedia, Instacart, PayPal, Pinterest, Roblox, Shopify, Snap, Spotify, Stripe, Toast, Uber, and Chewy (later removed for 2025) .
• 2025 update removed Chewy due to smaller scale and slower growth; otherwise retained composition .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval exceeded 96%; Compensation Committee cited this outcome in maintaining the program design .

Risk Indicators & Policies

• Insider Trading Policy: blackout windows, pre‑clearance for certain individuals, 10b5‑1 compliance; company may repurchase securities in compliance with laws .
• No hedging or pledging by executives; short sales and derivatives prohibited .
• Related party transactions governed by Audit Committee policy; none disclosed specific to Adarkar .

Equity Ownership Detail (as of March 1, 2025)

Investment Implications

• Alignment: Adarkar’s compensation is predominantly time‑vested RSUs, with substantial unvested value tied to ongoing service; no annual cash bonus dampens near‑term cash incentives and increases equity alignment, though lack of PSUs limits direct linkage to operating metrics beyond stock price .
• Retention: The January 2024 severance plan amendment (12 months RSU acceleration for non‑CIC terminations) and multi‑year quarterly RSU vesting cohorts create strong retention hooks outside a transaction; CIC protection is double‑trigger with full acceleration, standard among peers .
• Selling pressure: 2024 saw meaningful option exercises and RSU vesting for Adarkar (aggregate value realized ~$36.7M), and ongoing quarterly vesting across multiple grants continues in 2025–2028; trading remains subject to DoorDash’s insider trading policy and 10b5‑1 plans .
• Governance quality: Robust clawback; no hedging/pledging; no excise tax gross‑ups; high say‑on‑pay support—all supportive signals for compensation governance and shareholder alignment .