Warren Jenson
DigitalOcean HoldingsAbout Warren Jenson
Independent Class III director since December 2020; age 68. Former President and CFO of Nielsen (Apr 2023–Dec 2024) and LiveRamp (Feb 2012–Apr 2023); earlier C‑suite roles at Electronic Arts, Amazon.com, Delta Air Lines, and NBC. Education: B.S. in Accounting and Master of Accountancy—Business Taxation from Brigham Young University. Recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nielsen Holdings plc | President & CFO | Apr 2023–Dec 2024 | Senior financial leadership, public company reporting |
| LiveRamp (formerly Axiom) | President, CFO, Executive Managing Director International | Feb 2012–Apr 2023 | Led SaaS identity/data connectivity, global operations |
| Electronic Arts; Amazon.com; Delta Air Lines; NBC | Various C‑suite positions | Not disclosed | Broad operating/finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dropbox | Director | Not disclosed | Public company board service |
| Ripple | Director | Not disclosed | Crypto solutions company board |
| Jobcase | Director | Not disclosed | Online job marketplace board |
| USC Marshall School of Business | Board member | Not disclosed | Academic governance |
| BYU Marriott School of Business | Board member | Not disclosed | Academic governance |
| Cardtronics plc; DigitalGlobe, Inc. | Former director | Not disclosed | Prior public company boards |
Board Governance
- Independence: Board affirmatively determined Jenson is independent under NYSE rules.
- Committees: Audit Committee Chair (appointed Feb 25, 2025); Compensation Committee member. Audit Committee met 4x, Compensation 5x in FY2024; Board met 7x.
- Financial Expertise: Board determined Jenson qualifies as an “audit committee financial expert.”
- Attendance: Each Board member attended ≥75% of Board and committee meetings in FY2024.
- Executive sessions: Independent directors meet in regular executive sessions without management.
- Lead independent director: Warren Adelman (not Jenson).
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected RSUs in lieu of cash) |
| Stock Awards (RSUs) – Total | $257,204 |
| Option Awards | $0 (no director option grant in 2024) |
| All Other Compensation | $0 |
| Total | $257,204 |
Detail of 2024 RSU grant values (grant-date fair value):
| Grant | Amount (USD) |
|---|---|
| Annual Grant (June 6, 2024) | $205,629 |
| Quarter Ended Mar 31, 2024 | $12,752 |
| Quarter Ended Jun 30, 2024 | $13,414 |
| Quarter Ended Sep 30, 2024 | $12,804 |
| Quarter Ended Dec 31, 2024 | $12,606 |
| Total | $257,204 (may not foot due to rounding) |
Cash retainer schedule (policy, payable if not converted to RSUs):
- Board member: $35,000; Lead Independent Director: +$25,000
- Audit Committee: member $10,000; chair $20,000 (in lieu of member fee)
- Compensation Committee: member $7,500; chair $15,000
- Nominating & Governance: member $4,000; chair $8,000
Performance Compensation (Directors)
| Performance Metric | Applicability | Notes |
|---|---|---|
| Corporate financial goals (revenue, FCF, etc.) | Not applicable | Non‑employee director equity is time‑based RSUs; retainer grants fully vest at grant; annual grants vest over ~1 year; no performance metrics tied to director pay. |
Other Directorships & Interlocks
- Significant shareholders and related agreements: Access affiliate referral agreement; Pueo Keffer (DOCN director) is a senior managing director at Access Technology Ventures, an affiliate of AI Droplet Holdings LLC (DOCN >5% holder). No related party transactions disclosed involving Jenson personally.
- Investors’ Rights Agreement includes Access-affiliated holders; board awareness required for potential influence.
Expertise & Qualifications
- Deep public-company finance and operations background across SaaS, data analytics, media, and consumer tech.
- Audit oversight credibility: designated audit committee financial expert.
- Governance experience across multiple boards (public/private and academic).
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares + options exercisable within 60 days) | 113,942 shares (<1%) |
| Direct shares included in beneficial ownership | 13,942 |
| Options exercisable within 60 days | 100,000 |
| RSUs outstanding (12/31/2024) | 5,417 |
| Shares pledged as collateral | None disclosed; company policy prohibits pledging and hedging. |
Stock ownership guidelines (adopted March 2024):
- Directors must hold DOCN stock worth at least 3× annual director retainer; 5 years from later of appointment or adoption to comply (for Jenson, implies by March 2029).
Governance Assessment
- Strengths: Independent; Audit Committee Chair with “financial expert” designation; compensation largely equity-based via RSUs aligning with shareholder interests; strong attendance; robust committee structures and executive sessions.
- Compensation governance: Independent Compensation Committee, independent consultant (Compensia), anti‑hedging/pledging policy, clawback policy in place; say‑on‑pay support ~91% in 2024.
- Conflicts/related party: No Jenson-specific related party transactions disclosed; broader Access‑affiliated arrangements exist but are approved under policy and do not involve Jenson.
- Risk indicators: None flagged in proxy specific to Jenson; Board oversight of cybersecurity and enterprise risk is described; Audit Committee remit includes cybersecurity and whistleblower oversight.
RED FLAGS: None disclosed for Jenson in related‑party transactions, pledging/hedging, attendance, or pay anomalies. Ongoing monitoring warranted given multiple external board roles (as listed), but no issues disclosed.