Shona Brown
About Shona L. Brown
Shona L. Brown, age 59, has served on DoorDash’s board since August 2019 and as Lead Independent Director since February 2021. She previously held senior roles at Google, including SVP of Business Operations (2003–2011), SVP of Google.org (2011–2012), and Senior Advisor (2013–2015). Dr. Brown is Chair of the Board at Atlassian and formerly served on PepsiCo’s board. She holds a B.Eng. in Computer Systems Engineering (Carleton University), an M.A. in Economics and Philosophy (University of Oxford), and a Ph.D. from Stanford University in Industrial Engineering and Engineering Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Inc. | VP/SVP, Business Operations | 2003–2011 | Led company-scale operations and growth programs |
| Google.org | SVP | 2011–2012 | Oversaw philanthropic initiatives |
| Google Inc. | Senior Advisor | 2013–2015 | Strategic advisory to leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlassian Corporation | Chair of the Board; Director | 2015–Present | Board leadership and governance |
| PepsiCo, Inc. | Director (Prior) | N/A | Prior public company board experience |
| Various non-profits | Director | N/A | Governance roles in non-profit sector |
Board Governance
- Independence: The board determined Dr. Brown is independent under Nasdaq rules .
- Lead Independent Director: Appointed Feb 2021; responsibilities include leading executive sessions, setting agendas for independent directors, and serving as liaison/spokesperson as needed. Appointment balanced CEO/Chair dual role and strengthened independent oversight .
- Committees:
- Audit Committee: Current member; audit committee met 5 times in 2024 .
- Compensation Committee: Served until July 2024 .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
DoorDash’s non-employee director compensation policy (amended January 2024; changes effective June 20, 2024) includes cash retainers and equity:
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $60,000 | Paid quarterly in arrears |
| Lead Independent Director Retainer (cash) | $40,000 | Increased effective June 20, 2024 |
| Committee Chair Retainers (cash) | Audit $20,000; Compensation $15,000; Nominating $5,000 | No membership or meeting fees |
| Max Annual Comp Limit | $750,000 (initial year $1,000,000) | GAAP grant-date fair value basis |
Dr. Brown’s FY 2024 actual director compensation:
| Item | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,556 |
| Stock Awards (Grant-Date Fair Value) | $274,974 |
| Total | $365,530 |
Cash totals below the $60k + $40k policy sum likely reflect proration across policy changes and payment timing (paid quarterly in arrears) .
Performance Compensation
Director equity is time-based RSUs; no performance metrics are disclosed for director grants.
| Grant Type | Grant Date | Shares/Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Annual RSU | June 20, 2024 | $274,974 GAAP value | 100% vests on earlier of June 20, 2025 or day prior to 2025 annual meeting, subject to service | None disclosed (time-based) |
| Unvested Shares at 12/31/2024 | — | 2,495 RSUs | As above | — |
Current policy annual equity award value is $275,000 at the annual meeting date; initial awards for new directors follow a separate formula and vest monthly; change-in-control follows plan terms .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Atlassian Corporation | Chair; Director | No DoorDash-related transactions disclosed; technology enterprise software distinct from DoorDash’s local commerce marketplace |
| PepsiCo (prior) | Director | No current interlock with DoorDash disclosed |
DoorDash’s related party disclosure references investors’ rights for entities affiliated with Kleiner Perkins and Sequoia Capital (Doerr and Lin affiliations), but does not list transactions involving Dr. Brown .
Expertise & Qualifications
- Technology operations leadership (Google SVP Business Operations; Google.org)
- Governance and board leadership (Lead Independent Director at DoorDash; Chair at Atlassian)
- Advanced academic credentials (Stanford Ph.D., Oxford M.A., Carleton B.Eng.)
- Audit oversight experience via Audit Committee membership
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (Class A) | 47,691 shares; <1% of outstanding |
| Ownership Guidelines | 4x annual cash retainer required; calculated using 90-day VWAP prior to fiscal year-end |
| Compliance Status | As of 12/31/2024, non-employee directors subject to guidelines were in compliance, except newer appointees within permitted period |
| Hedging/Pledging | Prohibited for directors and employees |
| Pledged Shares | None disclosed |
Governance Assessment
- Board effectiveness: As Lead Independent Director with audit committee membership and prior compensation committee service, Brown provides counterbalance to the combined CEO/Chair structure and supports robust risk and financial oversight .
- Independence and engagement: Board confirmed independence; attendance met threshold; audit committee met 5 times; directors attended the 2024 annual meeting, supporting engagement .
- Alignment and incentives: Director pay mixes cash retainer and time-based RSUs; ownership guidelines (4x retainer) and hedging/pledging prohibitions improve alignment. However, director RSUs are not performance-conditioned, which may modestly weaken pay-for-performance linkage for board members (typical in market practice) .
- Conflicts/related-party exposure: No related-party transactions involving Brown disclosed; policy requires audit committee review of related person transactions over $120,000, mitigating conflict risks .
- Investor confidence signals: Strong say‑on‑pay support in 2025 (For: 790,838,640; Against: 35,360,518) indicates broad approval of compensation governance framework, indirectly supportive of overall board oversight quality .
RED FLAGS
- None disclosed specific to Brown: no pledging/hedging, no related-party transactions, independence affirmed, attendance threshold met .
- Watchpoint: Director equity awards are time-based RSUs without disclosed performance metrics; monitor for potential evolution toward performance-conditioned director equity if investor preferences shift .