Pratima Arora
DigitalOcean HoldingsAbout Pratima Arora
Pratima Arora, age 45, has served as an independent director of DigitalOcean Holdings, Inc. since February 2021. She holds a B.S. in Physics from Sri Venkateswara College, Delhi University and an MBA from UC Berkeley’s Haas School of Business. Her core credentials center on product management leadership across cloud, enterprise software, and collaboration platforms; as of April 2025 she is Chief Product Officer at Smartsheet, and she has held senior product roles at Chainalysis, Atlassian, Salesforce, SAP, and Intuit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chainalysis Inc. | Chief Product & Technology Officer | Jun 2021 – Dec 2024 | Led product/technology for blockchain analytics platform |
| Chainalysis Inc. | Advisor | Jan 2025 – present | Ongoing advisory responsibilities |
| Atlassian Corporation Plc | GM & VP, Confluence | Sep 2017 – Jun 2021 | Product leadership for collaboration suite |
| Salesforce.com, Inc. | VP, Product Management | Jun 2008 – Sep 2017 | Product leadership across CRM/cloud offerings |
| SAP SE | Various roles | Prior to 2008 | Enterprise software experience |
| Intuit Inc. | Various roles | Prior to 2008 | Financial software experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Smartsheet (public company) | Chief Product Officer | Apr 2025 | Executive role at a DOCN compensation peer company |
| Chainalysis (private) | Advisor | Jan 2025 | Advisory role post-CPO tenure |
Board Governance
- Independence: The Board affirmatively determined Arora is independent under NYSE standards; no material or disqualifying relationship with DOCN was found .
- Committee Memberships: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a chair; current chairs: Audit—Warren Jenson; Compensation—Hilary Schneider; Nominating & Corporate Governance—Warren Adelman .
- Attendance: Board met 7 times in FY2024; each director attended ≥75% of Board and committee meetings during their service period .
- Engagement Focus: Compensation Committee oversees pay strategy, succession planning, human capital, clawback policies, stock ownership guidelines, and uses Compensia as independent consultant; no consultant conflicts identified . Nominating & Corporate Governance oversees governance principles, director selection, CEO performance evaluation, and ESG oversight .
Fixed Compensation
| Component | Policy Rate ($) | Arora Actual FY2024 ($) |
|---|---|---|
| Board Annual Cash Retainer | 35,000 | 35,000 |
| Compensation Committee Member | 7,500 | 7,500 |
| Nominating & Corporate Governance Member | 4,000 | 4,000 |
| Committee Chair Fees | Audit: 20,000; Compensation: 15,000; Nominating: 8,000 (in lieu of member retainer) | N/A (not chair) |
| Total Cash Fees | — | 46,500 |
Notes:
- Non-employee director fees paid quarterly; directors may elect to convert cash retainers into fully-vested RSUs (Arora did not elect RSU conversion in 2024) .
Performance Compensation
| Grant Type | Grant Date | Grant Value ($) | Vesting |
|---|---|---|---|
| Annual RSU Grant | Jun 6, 2024 | 205,629 | Vests at earlier of next annual meeting or first anniversary, subject to service |
| Options | — | — | None granted; no option awards outstanding as of 12/31/2024 |
- Director equity awards are time-based (no performance metrics). Unvested Initial/Annual Grants fully vest immediately prior to a corporate transaction for directors in service at that time .
- Arora held 9,479 RSUs outstanding as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Role | Interlock Detail |
|---|---|---|
| None disclosed | — | Proxy does not list other public company board seats for Arora . |
Contextual Interlock Considerations:
- Smartsheet is in DOCN’s compensation peer group; Arora is Smartsheet’s CPO and sits on DOCN’s Compensation Committee. The Board determined independence; Compensia supports peer benchmarking and no consultant conflicts were found .
Expertise & Qualifications
- Product leadership across cloud and collaboration (Atlassian Confluence; Salesforce CRM; Chainalysis blockchain analytics) .
- Executive experience in enterprise SaaS and platform businesses (Smartsheet CPO; Chainalysis CPT&O) .
- Education: B.S. Physics (Delhi University); MBA (UC Berkeley Haas) .
- Governance familiarity with ESG oversight and board evaluation via Nominating & Corporate Governance participation .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 76,251 shares; <1% of outstanding |
| RSUs Outstanding (as of Dec 31, 2024) | 9,479 units |
| Options Outstanding | None |
| Hedging/Pledging Policy | Hedging/pledging of DOCN stock prohibited by insider trading policy |
| Director Ownership Guideline | 3× annual retainer; 5-year compliance window; unvested awards excluded |
Governance Assessment
- Committee Effectiveness: Arora serves on Compensation and Nominating & Corporate Governance—high-impact committees for human capital, pay structures, board composition, and ESG. Independent consultant use and clawback/ownership policies bolster governance quality .
- Independence & Attendance: Affirmed independent; attendance met Board’s threshold in FY2024; Board conducts executive sessions led by the Lead Independent Director .
- Director Pay Mix & Alignment: 2024 director pay consisted of $46,500 cash plus $205,629 RSUs; RSU annual grant standardizes equity alignment; absence of options reduces re-pricing risk .
- Ownership Alignment: 76,251 shares beneficially owned, with RSUs outstanding; company bans hedging/pledging; director ownership guidelines in place .
- Potential Conflicts and Signals:
- Smartsheet CPO while serving on DOCN’s Compensation Committee and Nominating & Corporate Governance Committee. This dual role at a peer may raise perceived interlock risk for compensation benchmarking and competitive information, though Board independence was affirmed and Compensia provides independent market data; monitor for recusals on peer-related items .
- No related-party transactions disclosed involving Arora; company’s related-party policy requires Audit Committee review and recusal where applicable .
- Shareholder Feedback: Say‑on‑pay approval ~91% in 2024, signaling broad investor support for compensation frameworks overseen by the Compensation Committee .
RED FLAGS
- Dual-role optics: Active executive at Smartsheet (peer in DOCN’s compensation benchmarking) while on DOCN’s Compensation Committee—requires vigilant management of conflicts and potential recusals, despite independence determination .
Overall, Arora brings deep product and cloud SaaS expertise to oversight of pay and governance. The combination of robust committee charters, independent consultant engagement, clawback, anti-hedging/pledging, and stock ownership guidelines supports investor confidence, with the primary watchpoint being peer interlock optics due to her Smartsheet executive role .