Allan Thygesen
About Allan Thygesen
Allan Thygesen, 62, is President, Chief Executive Officer and a director of Docusign, appointed October 9, 2022. He previously held senior leadership roles at Google (President, Americas & Global Partners; President, Americas; President, Google Marketing Solutions) and has board experience at A.P. Moller‑Maersk and RingCentral; he holds an M.Sc. in Economics (University of Copenhagen) and an MBA (Stanford). In FY25, Docusign delivered 8% YoY revenue growth to $2.98B with ~1.7M customers; during his tenure the first tranche of his stockholder value creation award was achieved after the stock sustained a 73.7% premium vs his hire-date price over a 90‑day period (Nov 27, 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google Inc. | President, Americas & Global Partners; President, Americas; President, Google Marketing Solutions; VP Global SMB Sales & Operations | 2011–2022 | Led large go‑to‑market organizations across the Americas and global SMB, aligning sales and partnerships for scaled growth |
| The Carlyle Group | Managing Director/Partner, U.S. venture and growth funds | Pre‑2010/2011 | Led investments in startups across e‑commerce, enterprise software, mobile advertising and imaging |
| Wink Communications (public) | Executive | 1990s | Helped take the company public in 1999 |
| Stanford Graduate School of Business | Lecturer | 2014–2021 | Taught in the MBA program |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| A.P. Moller‑Maersk | Director | Current | Public company directorship |
| RingCentral | Director | Prior | Former public company board service |
Board Governance (DOCU)
- Board status: Class II director since Oct 2022; not independent due to CEO role; no committee memberships .
- Leadership structure: Independent Board Chair (Maggie Wilderotter); chair has robust authority; positions of Chair and CEO are separated .
- Board meetings: 24 meetings in the last fiscal year; all directors met the 75% attendance threshold .
- Classified board maintained; 8 of 9 continuing directors deemed independent .
- Director pay: CEO receives no additional compensation for Board service .
Dual‑role implications
- Separation of Chair/CEO and majority‑independent board mitigates typical CEO/Chair concentration risks and supports independent oversight of CEO performance and compensation .
Fixed Compensation
| Executive | FY24 Base Salary ($) | FY25 Base Salary ($) | Target Bonus (% of base) FY25 |
|---|---|---|---|
| Allan Thygesen (CEO) | 1,000,000 | 1,000,000 | 100% |
FY25 cash incentive outcomes (CIP)
| Period | Weighting | Funding (% of target) | CEO Payout ($) |
|---|---|---|---|
| 1H FY25 | 40% | 117.2% | 468,800 |
| 2H FY25 | 60% | 118.4% (includes ESG modifier 102.7%) | 710,400 |
| Full Year | 100% | 117.9% combined | 1,179,200 |
Performance Compensation
CIP performance design (FY25)
| Metric | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Revenue (1H) | 10% | $1,455.8M | $1,445.7M | Included in 117.2% overall (1H) |
| Revenue (2H) | 15% | $2,976.1M | $2,976.7M | Included in 118.4% overall (2H) |
| Non‑GAAP Operating Income (1H) | 20% | $407.1M | $439.2M | Included in 117.2% overall (1H) |
| Non‑GAAP Operating Income (2H) | 30% | $854.4M | $886.0M | Included in 118.4% overall (2H) |
| NNMRR | 10% (1H), 15% (2H) | Not disclosed (confidential) | Not disclosed | Included in overall fundings |
| ESG Modifier (2H) | n/a | 80–120% range | 102.7% | Applied to 2H funding |
PSU design and achievement (FY25)
| PSU Type | Weight | Measurement | Target | Actual/Achievement | Vesting |
|---|---|---|---|---|---|
| Relative TSR PSU | 50% | 3‑year vs Nasdaq Composite (Jun 2024–Jun 2027) | 100% at index; 200% at +50 pts; 0% at ≤ −25 pts | Ongoing (3‑yr period) | Cliff at certification at end of period |
| Subscription Revenue Growth PSU | 25% | FY25 | 8.1% YoY for 100%; 6.0% threshold; 15.0% max | 97.2% of target earned | 1/3 in Jun 2025; balance quarterly over 2 years |
| Free Cash Flow PSU | 25% | FY25 | $800M for 100%; $680M threshold; $1,120M max | 137.5% of target earned | 1/3 in Jun 2025; balance quarterly over 2 years |
CEO FY25 equity grant detail
| Grant Date | Award | Target/Granted Units | Grant Date Fair Value ($) |
|---|---|---|---|
| 7/9/2024 | RSUs | 167,455 | 8,831,577 |
| 7/9/2024 | TSR PSUs | 125,591 target; 62,796 and 31,398 line items reflect PSU components (TSR/financial) | 8,376,920 (TSR PSU); 3,311,808 (Financial PSU 1); 3,311,808 (Financial PSU 2) |
| FY25 Stock Awards total (accounting value) | RSUs+PSUs | — | 23,832,113 |
CEO SVC (Stockholder Value Creation) PSU Award (hire grant, Oct 2022)
- Six stock‑price tranches with 90‑day average price hurdles over 5–7 years; Tranche 1 ($67.95) achieved with 303,901 PSUs earned; 50% vested Dec 10, 2024 (on certification), remaining 50% vests on two‑year anniversary of achievement; tranches 2–6 (1,878,155 PSUs) unachieved as of Jan 31, 2025 .
- Tranche price targets and share counts are detailed below .
| Tranche | Target Price ($) | PSUs | Status as of Jan 31, 2025 |
|---|---|---|---|
| 1 (5‑yr) | 67.95 (25% ↑) | 303,901 | Achieved; 151,950 vested; 151,951 to vest at 2‑yr mark |
| 2–5 (5‑yr) | 97.85; 119.59; 181.02; 226.68 | 303,901 each | Not achieved |
| 6 (7‑yr) | 316.92 (483% ↑) | 662,551 | Not achieved |
Say‑on‑Pay and investor feedback
- Say‑on‑Pay support: ~16% (2023), ~45% (2024); engagement led to PSU mix increases for CEO (60% PSU/40% RSU), longer 3‑yr TSR period, addition of subscription revenue growth and free cash flow PSU metrics, and commitments to limit special awards .
Equity Ownership & Alignment
Beneficial ownership (as of Mar 15, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Allan Thygesen | 209,516 (includes 30,712 RSUs vesting within 60 days) | <1% (asterisk in table) |
Outstanding awards (as of Jan 31, 2025)
| Award | Units Outstanding | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs (multiple grants) | 80,481 (10/14/22); 87,489 (7/7/23); 146,524 (7/9/24) | 7,784,927; 8,462,811; 14,173,267 (at $96.73) | Time‑based vesting, quarterly |
| TSR PSUs (FY23/FY24/FY25) | 61,319 (FY23, in‑progress); 104,986 (FY24 target basis); 125,591 (FY25 target basis) | 5,931,387; 10,155,296; 12,148,417 | Performance‑based; FY23 first two tranches 0% achieved; others ongoing |
| Financial PSUs (FY24 achieved) | 19,291 (SRG); 52,498 (FCF) | 1,866,018; 5,078,132 | 1/3 vested Jun 2024; remainder quarterly |
| Financial PSUs (FY25 achieved) | 61,036 (SRG); 86,343 (FCF) | 5,904,012; 8,351,958 | 1/3 vests Jun 2025; remainder quarterly |
| SVC PSU (FY23 hire grant) | 151,951 achieved but not yet time‑vested; 1,878,155 unachieved | 14,698,220 (achieved tranche portion at $96.73) | Price‑hurdle PSU; see SVC schedule above |
Ownership policies and alignment
- Stock ownership guidelines: CEO 5x base salary; other execs 1x; directors 3x retainer; executives/directors have met or have time to meet guidelines as of Jan 31, 2025 .
- Hedging/pledging: prohibited; no short sales, hedging, pledging, margin accounts or derivatives by employees/directors .
- 10b5‑1 plans: executives, including the CEO, utilize Rule 10b5‑1 plans under the Insider Trading Policy .
Insider trading pattern (potential selling pressure indicator)
- CEO Form 4 sales under 10b5‑1 plan: 40,000 shares on Jan 2, 2025 ($90.04 avg); 40,000 on Apr 1, 2025 ($80.34–$82.91 range); 40,000 on Jul 1, 2025 ($77.26–$77.78 range); 40,000 on Oct 1, 2025 ($69.69 avg). Each filing discloses 10b5‑1 plan use; holdings updated post‑sale .
- Interpretation: cadence suggests pre‑planned diversification; still, periodic liquidity can create incremental supply near vesting dates and 10b5‑1 triggers .
Employment Terms
Key severance and change‑of‑control provisions (CEO, Thygesen Offer Letter)
| Scenario | Cash Severance | Target Bonus | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Termination without Cause / Good Reason outside CIC period | 12 months base salary | 100% of target | 18 months | 12 months of time‑based vesting; PSUs per award terms |
| Termination without Cause / Good Reason during CIC period (double‑trigger) | 12 months base salary | 100% of target | 12 months | 100% of time‑based equity; PSUs per award terms |
| Additional terms |
- PSU treatment: TSR and Financial PSUs prorate/measure per plan and may accelerate on CIC if not assumed; Financial PSUs at ≥target or actual upon CIC; SVC PSUs may accelerate if price hurdles met at CIC price; special post‑termination window to earn 50% of any SVC tranche achieved within 6 months for certain separations .
- Clawback policy adopted Nov 2023 (Dodd‑Frank 10D‑1 compliant) .
- 280G “best‑net” cutback (no excise tax gross‑ups) .
- Employment is at‑will; no stated term .
Compensation Structure Analysis
- Mix shift and rigor: CEO’s focal equity mix set at 60% PSUs / 40% RSUs (FY25), with 3‑year TSR and annual financial PSUs (subscription revenue growth and free cash flow) to broaden beyond stock price; earned financial PSUs vest over 3 years, reinforcing retention .
- Special award context: 2022 SVC PSU (largest component at hire) is achievement‑based with long 5–7 year windows and high hurdles; Company committed to limit similar awards while this remains unearned .
- Cash compensation restraint: CEO base salary held flat at $1.0M in FY25; target bonus unchanged at 100% .
- Say‑on‑Pay responsiveness: after low support in 2023 (~16%), the Company increased performance orientation and disclosure; 2024 support improved to ~45% but remained below majority, with continued engagement .
Performance & Track Record
- FY25 highlights under Thygesen: revenue $2.98B (+8% YoY), billings $3.1B (+7% YoY), GAAP gross margin 79.1%; ~1.7M total customers .
- Stock performance trigger: first SVC tranche achieved on a sustained 90‑day price averaging $80.38 as of Nov 27, 2024, reflecting a 73.7% premium vs $46.27 at Oct 10, 2022 (hire date close) .
- Pay versus performance: SEC table shows “compensation actually paid” is highly sensitive to stock price via PSUs/RSUs; Company‑selected performance measure is GAAP revenue .
Compensation Peer Group (FY25)
Autodesk; CoStar Group; CrowdStrike Holdings; Dropbox; HubSpot; Informatica; Nutanix; Okta; Paycom Software; RingCentral; Splunk; The Trade Desk; Toast; Twilio; Unity Software; Veeva Systems; Zoom Video Communications .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approvals: ~90% (2022), ~16% (2023), ~45% (2024) .
- Key investor concerns: CEO SVC PSU award; timing and vesting of new‑hire RSUs; equity mix and PSU terms; Company added PSU metrics, lengthened TSR period, re‑balanced mix, and made commitments to limit unusual awards .
Risk Indicators & Red Flags
- Improvements: no hedging/pledging; no CIC tax gross‑ups; clawback policy in place .
- Ongoing watch items: continued 10b5‑1 sales cadence by CEO (quarterly 40k blocks in 2025); below‑majority Say‑on‑Pay support in 2024 despite improvements .
Investment Implications
- Pay‑for‑performance alignment is stronger: CEO’s focal equity is majority performance‑based with diversified metrics (TSR, subscription revenue growth, FCF) and multi‑year vesting, which ties realizable pay to value creation and supports retention .
- Retention and overhang: Large unvested RSUs and achieved FY25 Financial PSUs (plus SVC time‑vesting on Tranche 1) create retention hooks but also predictable windows for 10b5‑1‑driven sales that can add supply near vest/plan dates; ownership guidelines and no‑pledging mitigate misalignment risks .
- Governance offsets dual role risk: Independent Chair, majority‑independent Board and no CEO committee roles help maintain oversight of compensation and strategy despite CEO serving on the Board .
- Watch Say‑on‑Pay trajectory: While 2024 support improved versus 2023, it remained sub‑majority; further investor engagement or incremental program refinements could influence near‑term sentiment and reduce governance risk premia .