Warren Adelman
DigitalOcean HoldingsAbout Warren Adelman
Warren Adelman (age 61) has served on DigitalOcean’s Board since November 2020, with prior service as Lead Independent Director (June 2022–August 2023), Executive Chairman (August 2023–August 2024), and reappointed Lead Independent Director from August 2024. He is Managing Director of Nativ Group (since 2013), previously CEO and director at GoDaddy (CEO: 2003–2012; director: 2006–2012); he also served on SendGrid’s board until its merger with Twilio in February 2019. Adelman holds a B.A. in Political Science and History from the University of Toronto .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoDaddy Inc. | Chief Executive Officer | 2003–2012 | Director 2006–2012; led transition and growth at a public registrar |
| SendGrid, Inc. | Director | Apr 2014–Feb 2019 | Board oversight until merger with Twilio |
| Nativ Group | Managing Director | 2013–present | Personal investment firm leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several technology-related companies | Director | Not disclosed | Current boards referenced but not named in proxy |
Board Governance
- Structure and independence: Board determined Adelman is independent under NYSE standards; he was not independent during his Executive Chairman tenure but regained independence August 25, 2024 and currently serves as Lead Independent Director .
- Leadership: Lead Independent Director responsibilities include presiding over meetings, agenda development, and feedback to the CEO, enhancing objective oversight and risk management .
- Attendance and engagement: In FY 2024 the Board met 7 times; each director attended ≥75% of Board and committee meetings on which they served .
- Committee assignments (FY 2024):
- Audit Committee member; Board designated him an “audit committee financial expert” .
- Nominating & Corporate Governance Committee chair (appointed Aug 25, 2024 upon independence) .
- Compensation Committee: not a member in FY 2024 .
| Committee | FY 2024 Membership | Chair Role | Meetings (FY 2024) |
|---|---|---|---|
| Audit | Member | No | 4 |
| Compensation | Not a member | No | 5 |
| Nominating & Corporate Governance | Member; Chair | Yes (appointed 8/25/2024) | 3 |
Fixed Compensation
- Non‑employee director compensation policy (as amended March 2023): Annual board retainer $35,000; Lead Independent Director add $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 cash or fully vested RSUs for retainers; annual RSU grant valued at $200,000 at each annual meeting; corporate transaction accelerates vesting of unvested Initial/Annual Grants .
- Executive Chairman letter (succession plan): From Aug 24, 2023 to Feb 2024 salary $162,500/mo with option grant vesting monthly until CEO start; from Feb–Aug 2024 salary $81,250/mo and RSU grant $1,351,700 vesting in six monthly installments; ceased as Executive Chairman Aug 25, 2024 .
| Year | Fees Earned (Cash) | Option Awards ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | — | 1,378,072 | 740,864 (salary $738,636 + life insurance $2,228) | 2,118,936 |
| 2023 | — | 974,985 (Exec Chair option) | 285,634 | 691,813 (salary $690,625 + life insurance $1,188) | 1,952,431 |
RSU breakdown in 2024 (grant-date fair values):
- Executive Chairman grant: $1,351,700 on Feb 12, 2024, six monthly vesting .
- Retainer RSUs reflecting quarterly fees elected in equity: $7,634 (Q3), $18,739 (Q4) .
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Director compensation | None | Non-employee director comp is cash retainers and time-based RSUs; no performance metrics tied to director pay |
Note: Executive officers’ annual bonuses and PSUs use revenue growth and adjusted free cash flow margin; this framework does not apply to directors .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| GoDaddy Inc. | Director | Prior (2006–2012) | Also former CEO (2003–2012) |
| SendGrid, Inc. | Director | Prior (Apr 2014–Feb 2019) | Company merged with Twilio |
| Various technology-related companies | Director | Current | Not specified in proxy |
| Access Industries affiliates (stockholder) | — | — | Referral agreement exists with Access affiliate; board member Pueo Keffer affiliated; no Adelman affiliation disclosed |
Expertise & Qualifications
- Audit committee financial expert designation by the Board (NYSE/SEC definition) .
- Prior public company CEO and director experience at GoDaddy; technology-sector governance experience across multiple companies .
Equity Ownership
| Holder | Shares Owned | Options (Exercisable within 60 days) | RSUs Outstanding | % of Shares Outstanding |
|---|---|---|---|---|
| Warren Adelman | 60,586 | 113,999 | 0 (as of 12/31/2024) | <1% |
Additional details:
- Beneficial ownership as of March 14, 2025; total outstanding shares 91,814,174 .
- Stock ownership guidelines: directors must hold ≥3x annual director retainer within 5 years of appointment or guideline adoption (March 2024) .
- Hedging/pledging prohibited under insider trading policy; no pledging disclosed for Adelman .
- As of 12/31/2024, options outstanding total 113,999; RSUs held 0; RSUs vesting scheme for Executive Chairman grant completed in 2024 .
Governance Assessment
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Strengths:
- Lead Independent Director role and chairing Nominating & Corporate Governance enhances independent oversight and ESG/governance processes .
- Audit Committee membership and financial expert designation bolster financial reporting and risk oversight .
- Attendance and engagement adequate (≥75% of meetings) .
- Election to receive director fees in RSUs indicates alignment with shareholders; director stock ownership guidelines further reinforce alignment .
-
Potential concerns and RED FLAGS:
- Independence toggling: served as Executive Chairman (Aug 2023–Aug 2024) with significant salary and equity, temporarily compromising independence; regained independence Aug 25, 2024 .
- Elevated pay linked to Executive Chairman role (e.g., $738,636 salary and RSUs $1,351,700 in 2024) may raise optics issues on board pay normalization, though fully disclosed and tied to CEO transition .
- Related-party risk at the company level via Access affiliate referral agreement; while not tied to Adelman, monitoring is prudent given major stockholder relationships .
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Signals for investor confidence:
- Board majority independence and clear committee charters; double-trigger change-in-control severance norms for executives; anti-hedging/pledging policies; clawback policy adopted consistent with NYSE/SEC rules .
- Say‑on‑pay support ~91% at 2024 meeting (for executive compensation), indicating general shareholder approval of compensation governance .
Overall, Adelman’s governance profile features strong committee leadership and financial oversight credentials; independence was interrupted during succession as Executive Chairman but restored, with director equity choices and ownership guidelines supporting alignment .