Hilary Schneider
DigitalOcean HoldingsAbout Hilary Schneider
Hilary Schneider (age 64) is an independent director of DigitalOcean (DOCN) serving since November 2020. She is a former CEO of Shutterfly (2020–May 2023), Wag Labs (2018–2019), and LifeLock (President 2012–2016; President/CEO/Director 2016–2017); earlier senior roles at Yahoo!, Knight Ridder, and Red Herring. She holds a B.A. in Economics from Brown University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shutterfly, Inc. | Chief Executive Officer | Jan 2020 – May 2023 | CEO experience in consumer tech scaling |
| Wag Labs, Inc. | Chief Executive Officer | Jan 2018 – Nov 2019 | Growth-stage leadership |
| LifeLock, Inc. | President; later President/CEO/Director | 2012 – Feb 2017 | Public-company CEO and director experience |
| Yahoo! | Senior leadership roles | N/A | Media/technology operations |
| Knight Ridder | Senior leadership roles | N/A | Media operations |
| Red Herring Communications | Senior leadership roles | N/A | Media operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vail Resorts, Inc. | Director | Current | Global mountain resort operator |
| Getty Images, Inc. | Director | Current | Visual content marketplace |
| Sleep Number Corporation | Director | Current | Consumer products manufacturer |
| Water.org | Director | Current | Non-profit |
| SendGrid, Inc. | Director | Prior | Served July 2017 – Feb 2019 until merger with Twilio |
Board Governance
- Independence: The Board determined Schneider is independent under NYSE standards .
- Committee assignments:
- Compensation Committee: Chair (2024); Committee met 5 times in FY2024 .
- Audit Committee: Member earlier in 2024; stepped down Aug 25, 2024 when Adelman became independent; effective immediately after the 2025 Annual Meeting, she will become an Audit Committee member again .
- Nominating & Corporate Governance Committee: Not listed as member in 2024 .
- Board leadership: Lead Independent Director is Warren Adelman .
- Attendance: Board met 7 times in FY2024; each director attended ≥75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session without management; presided by the Lead Independent Director .
- Risk oversight: Audit Committee oversees major financial, compliance, cybersecurity risks; Board confirms Schneider qualifies as an “audit committee financial expert” .
Fixed Compensation (Director)
| Metric | FY2024 | Notes |
|---|---|---|
| Annual Board/Committee Fees (Cash) | $0 | Schneider elected RSUs in lieu of cash under the policy . |
| Equity – RSUs (Total grant-date fair value) | $261,217 | Quarterly RSU conversions + Annual Grant . |
| Total | $261,217 | No option grants in 2024 to directors; legacy options outstanding (see Ownership) . |
Detail by quarter (grant-date fair value):
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| RSUs – Quarterly Retainer Conversions ($) | $14,585 | $15,325 | $13,652 | $12,027 |
| RSUs – Annual Grant ($) | — | $205,629 | — | — |
Non-Employee Director Compensation Policy (cash retainers):
- Board: $35,000; Lead Independent Director additional $25,000.
- Audit: Member $10,000; Chair $20,000.
- Compensation: Member $7,500; Chair $15,000.
- Nominating: Member $4,000; Chair $8,000. Directors may elect RSUs (fully vested) instead of cash; $200,000 Annual Grant RSUs vest at next annual meeting or 1 year; $400,000 Initial Grant RSUs vest over 3 years .
Performance Compensation
- DOCN does not use performance-based metrics for non-employee director pay; director compensation is retainers and time-based RSUs under the policy .
- Executive compensation metrics overseen by Compensation Committee (Chair: Schneider):
- Annual bonus weighting: 75% revenue; 25% adjusted free cash flow margin; goals adjusted in mid-2024 for AI-related capex .
- FY2024 outcomes: Revenue $781M (61.7% weighted payout); Adjusted FCF margin 17% (33.1% weighted payout) → total bonus payout 94.8% .
Executive bonus metrics (FY2024):
| Metric | Initial Threshold | Initial Target | Initial Max | Adjusted Threshold | Adjusted Target | Adjusted Max | FY2024 Actual → Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue growth % | 8.9% | 13.3% | 15.4% | 9.5% | 13.8% | 16.0% | $781M → 61.7% |
| Adjusted FCF margin % | 17% | 20% | 23% | 12.3% | 15.3% | 18.3% | 17% → 33.1% |
PSU performance structure (FY2024 grants; non-CEO):
- 75% revenue component; 25% adjusted FCF margin; payout ranges with accelerators/decelerators; committee certified PSUs at 94.8% of target in Feb 2025 .
Other Directorships & Interlocks
| Potential Interlock | Assessment |
|---|---|
| Access Industries affiliates held ~28.17% (AI Droplet Holdings LLC and affiliates); Director Pueo Keffer is Senior MD at Access Technology Ventures | Large shareholder influence present; no Schneider-specific related-party transactions disclosed. Related Person Transactions are reviewed by Audit Committee per policy; directors with interests recuse . |
| External boards (Vail Resorts, Getty Images, Sleep Number) | No disclosed commercial relationships with DigitalOcean; no DOCN-related party transactions involving Schneider identified in proxy . |
Expertise & Qualifications
- Public-company CEO and director experience across consumer tech and security (Shutterfly, LifeLock, Wag; Yahoo!/media background) .
- Board determined Schneider is an “audit committee financial expert” under SEC rules .
- Human capital and pay oversight leadership as Compensation Committee Chair .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Shares beneficially owned | 113,992 | Mar 14, 2025 | 13,992 held + 100,000 options exercisable within 60 days . |
| Ownership % of outstanding | ~0.12% | Mar 14, 2025 | 91,814,174 shares outstanding; computed 113,992 / 91,814,174 . |
| RSUs outstanding (12/31/2024) | 5,417 | Dec 31, 2024 | Director RSUs outstanding. |
| Options outstanding (12/31/2024) | 100,000 | Dec 31, 2024 | Legacy director options. |
| Pledging/Hedging | Prohibited by company insider trading policy | Policy | Also prohibits derivatives, short-selling, margin purchases, pledging . |
| Director stock ownership guideline | ≥3× annual director retainer; 5-year compliance window | Adopted Mar 2024 | Qualifying shares exclude unvested awards and unexercised options . |
Insider Trades (Director Forms 4)
| Date (Filed) | Period of Report | Type | Shares | Price | Post-transaction direct holdings |
|---|---|---|---|---|---|
| Jan 3, 2025 | Dec 31, 2024 | Acquisition (A) | 353 | $35.41 | 19,409 |
| Jul 2, 2024 | Jun 30, 2024 | Form 4 filed (details in filing) | — | — | — |
Note: Several directors elected RSUs for quarterly fees and received Annual Grants; Schneider’s 2024 RSU totals are shown in Fixed Compensation .
Compensation Committee Analysis
- Committee composition: Schneider (Chair), Arora, Jenson, Keffer; all independent; met 5 times in FY2024 .
- Processes: Quarterly meetings, executive sessions; CEO excluded from deliberations on own compensation; authority to retain advisors and delegate grant authority within limits .
- Consultant: Compensia engaged; conflict-of-interest review found none .
- Peer group: 2024 benchmark peer set includes Altair, Appian, Asana, BigCommerce, Cloudflare, Fastly, Five9, HashiCorp, Jamf, Marqeta, MongoDB, PagerDuty, Progress Software, Rapid7, Smartsheet, SolarWinds, Squarespace, Workiva, Zuora; targeted total direct compensation around 50th–65th percentile .
- Policies: Anti-hedging/pledging; clawback policy per Exchange Act Section 10D and NYSE listing; stock ownership guidelines .
- Shareholder feedback: Say-on-Pay approved by ~91% at 2024 meeting (annual cadence; next say-on-frequency in 2029) .
Governance Assessment
- Positive signals:
- Independent director; audit committee financial expert; chairs Compensation Committee; rejoining Audit Committee post-2025 AGM enhances financial oversight .
- Strong governance frameworks: anti-hedging/pledging, clawbacks, stock ownership guidelines, independent consultant, director discretion recusal on related-party reviews .
- Engagement: Board/committee meeting cadence with ≥75% attendance; executive sessions led by Lead Independent Director .
- Pay alignment: Director pay in equity via RSU elections; executive metrics emphasize revenue growth and FCF margin with calibrated accelerators/decelerators .
- Shareholder support: ~91% Say-on-Pay approval .
- Potential risks/monitoring:
- Workload: Multiple public boards plus chairing Compensation and returning to Audit may increase time demands; monitor attendance and committee output quality. Attendance met thresholds in 2024 .
- Concentrated shareholder: Access Industries affiliates own ~28% with director representation (Keffer); continue monitoring for any related-party transactions or influence—policy requires Audit Committee review and director recusal if applicable .
- Option holdings: Legacy 100,000 options outstanding; while common pre-IPO, options can create optics risk if repriced—no option repricing or director option grants disclosed in 2024 .
No related-party transactions involving Schneider were disclosed in the 2025 proxy; Audit Committee policy governs any such transactions and requires recusal for interested directors .
Appendices
Director Compensation Details (2024)
| Component | Amount | Notes |
|---|---|---|
| RSUs – Q1 | $14,585 | Retainer conversion |
| RSUs – Annual Grant (Jun 6) | $205,629 | Annual director grant |
| RSUs – Q2 | $15,325 | Retainer conversion |
| RSUs – Q3 | $13,652 | Retainer conversion |
| RSUs – Q4 | $12,027 | Retainer conversion |
| Total | $261,217 | Sum of items above |
Board and Committees (FY2024)
| Committee | Schneider Role | Meetings |
|---|---|---|
| Compensation | Chair | 5 |
| Audit | Member until Aug 25, 2024; rejoining post-2025 AGM | 4 |
| Nominating & Corporate Governance | Not a member | 3 |
Policy Highlights
- Anti-hedging/pledging (no derivatives, short sales, margin purchases, pledging) .
- Clawbacks per SOX 304 and Exchange Act 10D; NYSE-compliant clawback policy .
- Director stock ownership guideline: ≥3× annual retainer; 5 years to comply; unvested awards/options excluded .
Beneficial Ownership Snapshot (Mar 14, 2025)
| Holder | Shares | % of Total |
|---|---|---|
| Hilary Schneider | 113,992 | <1% (approx. 0.12%) |
Citations:
Additional SEC links:
- Jan 3, 2025 Form 4: and filing PDF .
- Jul 2, 2024 Form 4 filing PDF .