Pueo Keffer

About Pueo Keffer

Pueo Keffer, age 43, has served on DigitalOcean’s Board since June 2015. He is a Senior Managing Director at Access Technology Ventures and previously was a Partner at Redpoint Ventures, an associate at TA Associates, and a financial analyst at Goldman Sachs. He holds a B.A. in Economics from Stanford University. He also sits on the board of Opendoor Technologies Inc. and on the board of privately held Array Corporation .

Past Roles

External Roles

Board Governance

• Committee assignments (FY2024): Compensation Committee member (5 meetings in 2024) and Nominating & Corporate Governance Committee member (3 meetings in 2024). He served as Chair of Nominating & Corporate Governance until Aug 25, 2024, when he stepped down as chair concurrent with board reconfigurations .
• Independence: Board determined Mr. Keffer is independent under NYSE standards .
• Attendance: The Board met 7 times in 2024; each director attended 75% or more of Board and committee meetings during periods of service .
• Years of service: Director since June 2015 .

Fixed Compensation (Non-Employee Director)

Notes: Directors may elect to convert cash fees into fully vested RSUs (“Retainer Grant”), granted on fee payment dates and fully vested at grant .

Performance Compensation (Director Equity; no performance-based component)

Total 2024 Stock Awards Fair Value: $662,453 (sum of quarterly RSUs, Annual Grant, and Additional Board Grant) . No director bonuses or performance-conditioned equity are used for non-employee directors; RSUs are service/time-based .

Other Directorships & Interlocks

• Public boards: Opendoor Technologies Inc. (director) .
• Interlocks/affiliations: Keffer is Senior Managing Director at Access Technology Ventures, an affiliate of AI Droplet Holdings LLC—DOCN’s largest holder (28.17% as of Mar 14, 2025). DOCN is party to an Investors’ Rights Agreement with entities affiliated with AI Droplet Holdings .
• Related-party arrangement: In Nov 2023, DOCN entered into a referral agreement with an affiliate of AI Droplet Holdings (the “Access Affiliate”), expiring Mar 31, 2029 (early termination possible if a net revenue minimum is not met). In 2024, DOCN incurred ~$2,158,963 under this arrangement (marketing and referral activity fee $1,400,000; reimbursable compensation $337,464; referral fees $421,499). The arrangement was reviewed and approved under the Related Person Transactions Policy .

Expertise & Qualifications

• Technology investor with venture and growth equity experience (Access Technology Ventures, Redpoint, TA Associates), plus foundational training at Goldman Sachs.
• Board tenure at a technology marketplace company (Opendoor) and a private software company (Array).
• Education: B.A. in Economics, Stanford University .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and engagement: Board has affirmed Keffer’s independence; directors, including Keffer, met or exceeded 75% attendance; Board met 7 times in 2024 .
  • Relevant expertise: Deep technology investing background supports Compensation and Nominating & Governance committee work .
  • Pay alignment: 100% of Keffer’s 2024 director compensation was in equity (RSUs) with no cash fees, improving alignment with shareholder outcomes; total 2024 stock awards fair value $662,453 .
  • Risk-mitigating policies: Strict anti-hedging/anti-pledging and director ownership guidelines (3x retainer within five years) support alignment and reduce agency risk .

• Risks and potential red flags

  • Related-party exposure: Access-affiliated entities are DOCN’s largest holder (28.17% via AI Droplet Holdings and affiliates), and DOCN has an active referral agreement with an “Access Affiliate” (>$2.15M fees in 2024), while Keffer is a senior managing director at Access Technology Ventures—an affiliate of AI Droplet. Although reviewed under the Related Person Transactions Policy, this creates perceived conflicts and information interlocks that investors should monitor for influence on commercial decisions and board deliberations .
  • Concentration of influence: The Investors’ Rights Agreement with Access-affiliated holders underscores potential governance complexity around shareholder rights and information flow; independent oversight on committees will be key .

• Additional context

  • Committees: Keffer served on Compensation and Nominating & Governance, and chaired the latter until Aug 25, 2024, after which he remained a member; committee activity levels in 2024 were moderate (Compensation 5 meetings; Nominating & Governance 3) .
  • Shareholder sentiment: Say-on-pay support was strong (~91% approval at 2024 meeting), indicating broad investor support for compensation governance at that time; continued scrutiny of related-party interactions is still warranted .

RED FLAGS: Related-party referral agreement with Access affiliate (material annual payments); affiliation with controlling/large shareholder group (AI Droplet/Access); monitor for any future transactions or decisions where these relationships could affect independence perceptions .

Director Compensation Detail (2024)

Committee Memberships and Meetings (FY2024)

Beneficial Ownership and Equity (as of dates shown)

Policies Affecting Alignment and Risk

• Stock Ownership Guidelines: 3x annual director retainer within 5 years; unvested equity and unexercised options do not count .
• Anti-Hedging/Anti-Pledging: Hedging, pledging, margin purchases, margin accounts, short selling, and trading derivatives are prohibited (proxy summary and detailed Insider Trading Policy) .

Related-Party Summary