Padmanabhan Srinivasan
DigitalOcean HoldingsAbout Padmanabhan Srinivasan
Padmanabhan (“Paddy”) Srinivasan, age 49, is Chief Executive Officer of DigitalOcean Holdings, Inc. and a member of its Board since February 2024. He holds a B.S. in Electrical and Electronic Engineering from BITS Pilani and an M.B.A. from Southern Methodist University. Under his tenure, 2024 revenue grew 13% to $781M with adjusted EBITDA up 19% to $328M (42% margin); the company reported Q3 2025 revenue up 16% YoY with adjusted EBITDA of $100M (43% margin). DigitalOcean’s 2024 say‑on‑pay support was ~91%. Pay-versus-performance disclosures list a TSR value of 80.16 for 2024 (value of $100 since IPO) and revenue growth as the selected measure.
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| GoTo (LogMeIn) | Chief Executive Officer | Aug 2022–Feb 2024 | Led SaaS and cloud collaboration/IT management provider; previously CPTO shaping product/technology roadmap. |
| GoTo (LogMeIn) | Chief Product & Technology Officer | Jun 2020–Aug 2022 | Drove product and engineering across collaboration and IT management tools. |
| Amazon (Alexa AI) | GM, Data & ML Platform Services | Jun 2019–Jun 2020 | Managed data and ML platform services within Alexa AI. |
| GoTo (LogMeIn) | SVP Products, GM (prior roles) | 2013–2019 | Product and GM leadership roles across multiple businesses. |
| Opstera (co‑founder) | Co‑founder; acquired by Microsoft | Acquired 2012 | Cloud monitoring/management startup acquired by Microsoft subsidiary. |
| Oracle; Microsoft | Product and engineering leadership | Earlier career | Product/engineering leadership roles at large enterprise software firms. |
External Roles
- No additional public company directorships disclosed.
Board Service and Governance
- Service: Director since Feb 2024; standing for election as Class I director for a term expiring at the 2028 annual meeting. Not independent due to CEO role. Board has eight members currently (moving to six at 2025 meeting).
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees.
- Leadership/independence: Board has no chair; Warren Adelman serves as Lead Independent Director, providing counterbalance to CEO/inside director structure. Independent directors meet in regular executive sessions. Each director attended ≥75% of meetings in 2024.
- Dual‑role implications: CEO/director combination balanced by a Lead Independent Director, fully independent committees, anti‑pledging/hedging policies, and a clawback policy.
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base Salary | $600,000 (per employment agreement) |
| Signing Bonus | $600,000 one‑time signing bonus (subject to repayment conditions) |
| Target Annual Bonus | 100% of base salary (pro‑rated in 2024 based on start date) |
Performance Compensation
| Metric | Weighting | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Revenue growth (FY24) | 75% | 13.8% (as adjusted) | $781M (+13% YoY) | 61.7% weighted payout |
| Adjusted free cash flow margin (FY24) | 25% | 15.3% (as adjusted) | 17% | 33.1% weighted payout |
| Total annual bonus payout factor (FY24) | — | — | — | 94.8% (Mr. Srinivasan pro‑rated based on start date) |
| Actual FY24 cash bonus | — | — | — | $503,528 (pro‑rated) |
Equity awards and vesting
- New‑hire RSU grant (2/12/2024): 470,262 RSUs; grant‑date fair value $18,542,431; 25% vested on 3/1/2025; remaining vests in 12 equal quarterly installments beginning 6/1/2025, subject to service.
- Market‑based RSUs (MRSUs) (2/12/2024): grant‑date fair value $7,999,986; tranches earned on 60‑trading‑day average stock price hurdles: $65 (25% target), $100 (50%), $135 (100%), $170 (150%). If achieved in first 3 years, 50% vests at year 3 and 50% at year 5; if achieved between years 3–5, vests at year 5, in all cases subject to service and award terms.
Program design features
- Annual bonus and PSUs emphasize revenue growth and adjusted FCF margin; 2024 weighting increased revenue emphasis to 75%. PSUs for other executives pay 25–200% by component; CEO uses MRSUs tied to stock price hurdles.
- Clawback compliant with SEC/NYSE; anti‑hedging and anti‑pledging policy in place.
- Say‑on‑pay approval ~91% in 2024.
- Independent compensation consultant (Compensia); peer group updated for 2024 benchmarking.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/14/2025) | 74,362 shares; less than 1% of outstanding. |
| Unvested RSUs (12/31/2024) | 470,262 units (market value $16,021,826 at $34.07). |
| MRSUs outstanding (performance eligible) | Up to 289,767 shares at maximum (value $9,872,362 at $34.07); actual eligible is a function of stock price goals. |
| Options | None outstanding. |
| Ownership guidelines | CEO required to hold 5x base salary; five years to comply; unvested equity/stock options do not count. |
| Hedging/pledging | Prohibited by company policy. |
Notes on selling pressure and vesting
- 25% of new‑hire RSUs vested on 3/1/2025; remaining vest quarterly from 6/1/2025, creating regular potential liquidity events in open windows. MRSU tranches vest upon stock price achievements with back‑loaded service‑based vesting, aligning with long‑term stock performance.
Employment Terms
| Term | Core Provisions |
|---|---|
| Agreement | At‑will; effective Jan 11, 2024; CEO role since Feb 2024. |
| Target comp in agreement | Base $600,000; target bonus 100% of base; time‑based RSUs valued $17,000,000 and MRSUs valued $8,000,000 at hire. |
| Non‑CIC termination (CEO enhancements) | 12 months base salary; 12 months benefits; 100% of time‑based awards scheduled to vest in next 12 months accelerate; 100%‑of‑target bonus. |
| CIC double trigger (CEO enhancements) | 18 months base salary; 18 months benefits; 150%‑of‑target bonus; 100% acceleration of time‑based equity. No single‑trigger vesting. |
| MRSU on termination/CIC | Earned MRSUs vest upon certain qualifying terminations; in a corporate transaction, eligible tranches based on achieved price targets or deal price. |
| Code 280G approach | Best‑net cutback (no excise tax gross‑up). |
| Benefits/perqs | Standard employee plans; no material perqs or tax gross‑ups; clawback and insider trading controls in place. |
Potential payments table (company’s 12/31/2024 scenario modeling)
- Termination without cause/good reason: $8.25M total (salary $600k; bonus $600k; equity acceleration $7.01M; insurance $39k).
- CIC termination (double trigger): $17.88M total (salary $900k; bonus $900k; equity acceleration $16.02M; insurance $59k). Excludes unachieved MRSUs at 12/31/2024.
Compensation Structure Analysis (alignment and risk)
- Mix and shifts: CEO package is heavily equity‑weighted with significant performance sensitivity via MRSU price hurdles; absence of stock options; PSUs used broadly for other executives with revenue/FCF metrics (more revenue‑weighted vs 2023).
- At‑risk pay: Annual bonus and long‑term equity constitute the majority of target compensation; FY24 bonus paid at 94.8% reflecting mixed but positive outturns (revenue below target band but FCF margin above threshold).
- Governance: Double‑trigger CIC only; best‑net cutback under 280G; clawback; strict anti‑hedging/pledging; ownership guidelines (5x salary for CEO).
- Peer benchmarking: Committee targets between 50th–65th percentile against a software/cloud peer set (e.g., Cloudflare, Fastly, Five9, HashiCorp, MongoDB, PagerDuty, Rapid7, Smartsheet, Squarespace, Workiva, etc.).
Performance & Track Record Highlights
- FY2024 outcomes: Revenue $781M (+13% YoY), adjusted EBITDA $328M (+19% YoY, 42% margin), net income $84M (11% margin).
- FY2025 intra‑year: Q3 2025 revenue $230M (+16% YoY); adjusted EBITDA $100M (43% margin); raised FY2025 revenue and margin outlook.
- Pay‑versus‑performance: Company’s selected measure is revenue growth; TSR table value of 80.16 for 2024; CAP disclosures provide linkage to stock price, revenue growth, and net income.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~91%; company conducts annual votes; next frequency vote in 2029.
Compensation Committee and Process
- Committee composition/chair: Hilary Schneider (Chair), with Pratima Arora, Warren Jenson, and Pueo Keffer; all independent.
- Consultant: Compensia engaged; Committee determined no conflicts.
- Risk review: Committee concluded programs do not encourage excessive risk taking.
Related Party and Governance Considerations
- Referral agreement with Access affiliate (AI Droplet Holdings LLC related entity) for customer referrals/marketing (fees in 2024 ~$2.16M); approved under related party policy.
- Cloudways transition services agreement (Gaditek) terminated Nov 30, 2024; 2024 fees ~$0.36M.
Multi‑Year Compensation Snapshot (disclosed year for CEO)
| Year | Salary | Signing Bonus | Stock Awards | Non‑Equity Incentive (Bonus) | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2024 | $534,091 | $600,000 | $26,542,417 | $503,528 | $20,959 | $28,200,994 |
Equity Position Summary (as of 12/31/2024 unless noted)
| Category | Shares/Value |
|---|---|
| RSUs unvested | 470,262 RSUs; $16,021,826 at $34.07 close |
| MRSUs outstanding (max eligible) | 289,767 shares; $9,872,362 at $34.07; actual eligible depends on price goals |
| Beneficial ownership (as of 3/14/2025) | 74,362 shares; <1% |
| Options | None |
Investment Implications
- Alignment and upside sensitivity: The MRSU construct (with $65/$100/$135/$170 hurdles) strongly aligns CEO wealth with multi‑year stock performance; vesting defers realizable value and should reduce near‑term sell pressure tied solely to price spikes.
- Retention vs liquidity: Large new‑hire RSU grant with staggered vesting (25% on 3/1/2025 then quarterly) indicates continuing retention hooks; scheduled quarterly vests create potential secondary market supply during open windows.
- Governance quality: Double‑trigger CIC, best‑net 280G approach, no hedging/pledging, robust clawback, and ownership guidelines point to shareholder‑friendly guardrails; 91% say‑on‑pay support suggests investor acceptance of pay design.
- Performance momentum: FY2024 execution (revenue and EBITDA growth) and Q3 2025 acceleration/increased guidance support the pay‑for‑performance framework; continued delivery on revenue growth (a key comp metric) is the lever for MRSU realization and PSU outcomes across leadership.