W. Matthew Steinfort

About W. Matthew Steinfort

W. Matthew Steinfort, age 55, has served as DigitalOcean’s Chief Financial Officer since January 2023. He holds a B.S.E. in Civil Engineering and Operations Research from Princeton University and an M.B.A. from MIT Sloan, with prior roles spanning CFO at Zayo Group, EVP Corporate Strategy at Zayo, Co-Founder/CEO at Envysion, and strategy roles at ICG Communications and Level 3; earlier he worked at Bain & Company and Cambridge Technology Partners . Under his tenure, DOCN’s revenue rose from $576.3 million in FY2022 to $780.6 million in FY2024, and EBITDA increased from $80.8 million to $226.6 million, indicating improved operating leverage supported by a performance-pay framework tied to revenue growth and adjusted free cash flow margin [GetFinancials Revenues FY2022–FY2024; EBITDA values*].

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Bonus Mechanics (FY2024)

Notes:

• The Committee increased revenue weighting from 50% to 75% in FY2024 to prioritize growth; payout curves apply accelerators/decelerators by component .

Long-Term Equity Incentives (FY2024 Annual Grants to Steinfort)

PSU Performance Framework (FY2024)

Equity Ownership & Alignment

Beneficial Ownership (as of March 14, 2025)

• Stock Ownership Guidelines: CFOs must hold ≥3x base salary; 5 years to comply from later of start date or guideline adoption (March 2024). Unvested awards and options do not count; anti-hedging and anti-pledging policies in place .
• Options: None outstanding at FY2024 year-end; none exercised in FY2024 .
• Stock Vested in 2024: 182,039 shares; value realized $6,781,743 .

Outstanding Unvested Equity (as of December 31, 2024)

Employment Terms

• Agreement Effective Dates: Employment agreement effective November 15, 2022; amended September 15, 2023; service continues until terminated by either party (at-will) .
• Base and Target Bonus: Base salary $540,000; target annual bonus 80% of base .
• Severance (general framework and specific CFO enhancements):
  • Double-trigger CIC: Involves change in control plus qualifying termination; no single-trigger vesting .
  • Special window: If resignation for good reason or termination without cause occurs during two-year period commencing September 15, 2023, accelerated vesting applies to next 12 months of time-based equity and PSUs assessed against internal forecast with vesting of next 12 months on termination; COBRA reimbursement up to 12 months; 12 months base severance .
• Potential Payments upon Termination (hypothetical as of 12/31/2024): | Termination Type | Base ($) | Bonus ($) | Accelerated Equity ($) | Insurance ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Without Cause or Good Reason | 540,000 | — | 7,367,876 | 31,089 | 7,938,965 | | CIC + Qualifying Termination (Double Trigger) | 540,000 | 432,000 | 15,257,704 | 31,089 | 16,260,793 | | Death or Disability | 270,000 | — | — | — | 270,000 |
• Clawback: Compensation Committee oversees recovery/clawback policies; details not disclosed in proxy beyond governance framework .
• Perquisites/Gross-ups: No excise tax gross-ups or material perquisites; anti-hedging/anti-pledging enforced .

Performance & Track Record

Revenue and EBITDA Trends

Values retrieved from S&P Global.*

• FY2024 bonus framework achieved 94.8% payout based on $781 million revenue and 17% adjusted free cash flow margin, indicating above-target margin execution against adjusted goals and solid top-line performance .

Compensation Structure Analysis

Equity Grants and Vesting Detail (FY2024 Focus)

Say-on-Pay & Compensation Committee

• 2024 Say-on-Pay approval ~91%, indicating broad shareholder support for pay practices .
• Compensation Committee: Hilary Schneider (Chair), Pratima Arora, Warren Jenson, Pueo Keffer; independent consultant retained; oversight includes stock ownership guidelines and clawback policy .

Investment Implications

• Alignment: High proportion of at-risk equity and performance-based cash tied to revenue growth and adjusted free cash flow margin support pay-for-performance; increased revenue weighting in FY2024 signals management prioritizing top-line momentum .
• Retention and Selling Pressure: Multi-year RSU/PSU vesting and a significant 182k shares vested in 2024 suggest ongoing periodic liquidity events; while options are absent, quarterly RSU vesting can create sell-to-cover flows even under anti-hedging/pledging policies .
• Change-in-Control Economics: Double-trigger CIC with substantial acceleration ($15.26 million equity value as of 12/31/2024) and bonus inclusion likely supports executive continuity through potential strategic events, but investors should model dilution/expense impacts from accelerated vesting .
• Performance Trajectory: Revenue and EBITDA expansion into FY2024 underpin bonus and PSU frameworks; continued delivery against adjusted goals (reflecting AI-related capex considerations) will be key to PSU realization and executive pay outcomes .

Note: EBITDA values marked with * are retrieved from S&P Global via GetFinancials.