Blake Grayson
Executive Vice President, Chief Financial Officer at DOCU
Executive
About Blake Grayson
Blake Grayson is Executive Vice President and Chief Financial Officer of Docusign, serving since June 2023; age 51 as of April 1, 2025; B.A. in Business Administration (University of Washington) and MBA (University of Southern California) . In FY2025, Docusign delivered 8% YoY revenue growth to $2.98B, with billings up 7% and GAAP gross margin at 79.1% . Executive incentives are tied to relative TSR versus the Nasdaq Composite and to financial metrics (Subscription Revenue Growth and Free Cash Flow), alongside non-GAAP operating income, revenue, and NNMRR in the cash plan, aligning pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Trade Desk | Chief Financial Officer | Dec 2019 – May 2023 | Led overall finance functions of a high-growth public software company |
| Amazon | VP Finance, International Consumer | Apr 2018 – Dec 2019 | Head of finance across major international markets; oversight of Automated Marketing, Kindle Content/Books, and Global Payments finance teams |
| Amazon | VP Finance, Amazon Marketplace | Apr 2015 – Apr 2018 | Led finance for Marketplace during scaled growth |
| Amazon | Finance Director, North America Retail | Mar 2013 – Apr 2015 | Directed finance for Consumables, Amazon Fresh, and Global Payments |
| Washington Mutual/JP Morgan Chase | Payments finance and FP&A leadership | 2003 – 2009 | Led payments finance; FP&A functions |
External Roles
No public company board or external committee roles disclosed for Mr. Grayson.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $319,231 (partial-year) | $525,000 (5% increase vs FY2024 structure) |
| Target Bonus (% of salary) | 100% | 100% |
| Actual Cash Incentive Paid ($) | $304,652 under CIP | $613,284 under CIP |
| Sign-on Bonus ($) | $1,000,000 (monthly vest over 12 months; repay if resign without Good Reason or terminated for Cause within 1 year) | — |
Performance Compensation
Company Incentive Plan (CIP) – FY2025
| Metric | Weight | Target | Actual | Funding (% of Target) | Notes/Vesting |
|---|---|---|---|---|---|
| Revenue (1H) | 10% | $1,455.8M | $1,445.7M | 117.2% | Semi-annual payout; 1H excludes ESG modifier |
| Revenue (2H) | 15% | $2,976.1M | $2,976.7M | 115.3% pre-ESG | ESG modifier of 102.7% applied to 2H, yielding 118.4% overall for NEOs |
| NNMRR | 1H:10% / 2H:15% | Not disclosed | Not disclosed | Not disclosed | Confidential metric; disclosure would cause competitive harm |
| Non-GAAP Operating Income (1H) | 20% | $407.1M | $439.2M | Included in 117.2% combined 1H | Semi-annual payout |
| Non-GAAP Operating Income (2H) | 30% | $854.4M (FY YTD) | $886.0M (FY YTD) | Included in 115.3% pre-ESG; 118.4% with ESG | ESG modifier applied 2H |
CIP payout weights for Mr. Grayson: 40% (1H) and 60% (2H); his full-year payout totaled $613,284 at a combined 117.9% year rate .
PSUs – FY2025 Awards and Achievement
| PSU Metric | Weight | Target Schedule | Achievement | Payout % | Time-based Vesting |
|---|---|---|---|---|---|
| Relative TSR vs Nasdaq Composite | 50% | 3-year performance (Jun 2024–Jun 2027) | Ongoing; not yet determinable | — | Cliff vest upon certification at end of period |
| Subscription Revenue Growth | 25% | FY2025; Target 8.1%; Threshold 6.0%; Max 15.0% | 98.6% of target achieved | 97.2% payout | 1/3 in Jun 2025; remainder vests quarterly over 2 years |
| Free Cash Flow | 25% | FY2025; Target $800.0M; Threshold $680.0M; Max $1,120.0M (140%) | 115% of target achieved | 137.5% payout | 1/3 in Jun 2025; remainder vests quarterly over 2 years |
FY2025 Equity Mix and Grants
| Component | FY2025 Target Grant Value | Vesting |
|---|---|---|
| RSUs | $4,500,000 for Grayson | 16 equal quarterly installments beginning May 10, 2024 |
| PSUs (50% TSR, 50% Financial) | $4,500,000 for Grayson | TSR PSUs: cliff after 3-year performance; Financial PSUs: 1/3 in Jun 2025, rest quarterly over 2 years |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial shares owned | 115,190 shares (includes 5,119 RSUs vesting within 60 days of March 15, 2025) |
| Ownership as % of shares outstanding | <1% (star designation) |
| Unvested RSUs as of Jan 31, 2025 | 231,412 (6/9/2023 grant); 46,283 (special RSU vesting schedule); 71,669 (7/9/2024 grant) |
| PSUs earned (FY2025 financial) pending time vest | 19,902 SRG PSUs; 28,154 FCF PSUs |
| PSUs unearned (TSR FY2025) | 40,953 PSUs (performance period ongoing) |
| Stock ownership guidelines | Executives must hold ≥1.0x base salary; compliance required within 5 years of hire |
| Compliance status | Each NEO had satisfied or had time remaining as of Jan 31, 2025 |
| Hedging/pledging policy | Prohibits short sales, hedging, pledging, margin accounts, and derivatives |
| Rule 10b5-1 plans | Directors/executives may use compliant 10b5-1 plans |
Vesting schedules driving potential supply:
- RSUs: 16 quarterly installments starting Jun 10, 2023 and May 10, 2024; one RSU grant with 25% vest Sep 10, 2024 and remaining quarterly for 9 months .
- Financial PSUs: 1/3 in Jun 2025; remainder quarterly over two years .
Employment Terms
| Topic | Terms |
|---|---|
| Start date | CFO effective June 2023 |
| Base salary & bonus eligibility at hire | $500,000 base; 100% target bonus (CIP) |
| Sign-on cash bonus | $1,000,000; monthly vest over 12 months; repayment if resign without Good Reason or terminated for Cause within 1 year (waived for Qualifying Termination) |
| New-hire equity awards | RSUs: $20,000,000 (quarterly vest over 4 years); $7,500,000 (vest in full at 12 months); $5,000,000 (25% at 15 months, then three equal quarterly tranches) |
| Severance outside CIC | 12 months salary + 100% target bonus; up to 12 months COBRA; 12 months acceleration of time-based equity; PSUs per award terms |
| Severance during CIC (double trigger) | 12 months salary; up to 12 months COBRA; full acceleration of non-performance equity; PSUs per award terms |
| 280G excise tax handling | Best-net-pay reduction (no tax gross-up); potential shareholder approval mechanism if privately held pre-CIC |
| Clawback | SEC/Nasdaq-compliant clawback adopted Nov 2023 |
| Non-compete / non-solicit | Not disclosed; confidentiality and invention assignment agreement required |
Compensation Structure Analysis
- Mix shift and design: For FY2025, CFO’s focal equity mix was 50% RSUs / 50% PSUs, with PSU metrics spanning TSR (3-year) and FY performance (SRG, FCF); cash pay remained at-risk via CIP with 50% weight on non-GAAP operating income and 25% each on revenue and NNMRR .
- Year-over-year cash changes: CFO base salary increased 5% to $525,000 for FY2025; target bonus remained 100% .
- Sign-on awards scrutiny: Company disclosed investor concerns about 2022–2023 new-hire RSUs (including Grayson) with shorter vesting; in response, DOCU committed to longer-vesting new-hire RSUs and to include performance components for future NEO sign-ons .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 16% in 2023, 45% in 2024; Committee made program changes and commitments, including adjusting PSU mix and adding financial metrics; investors specifically queried CEO SVC and new-hire RSUs (including Grayson’s 2023 package timing) .
Performance & Track Record
- Company performance under tenure: FY2025 revenue $2.98B (+8% YoY), billings $3.1B (+7%), GAAP gross margin 79.1% .
- Incentive outcomes: FY2025 CIP funded at 117.2% (1H) and 118.4% (2H with ESG modifier), yielding CFO’s cash incentive of $613,284; FY2025 financial PSUs achieved 97.2% (SRG) and 137.5% (FCF) .
- PSU programs: Relative TSR PSUs are measured over three years; FY2025 cycle ongoing .
Equity Ownership & Alignment (Detail)
| Element | Count / Detail |
|---|---|
| Unvested RSUs schedule snapshots | 231,412 (grant 6/9/2023; 16 quarterly installments from 6/10/2023) |
| Special RSU schedule | 46,283 (25% on 9/10/2024, then three equal quarterly tranches) |
| FY2024/2025 RSUs | 71,669 (grant 7/9/2024; 16 quarterly installments from 5/10/2024) |
| FY2025 PSUs earned and unearned | Earned: 19,902 SRG; 28,154 FCF (pending time vest). Unearned: 40,953 TSR |
Employment Contracts, Severance & Change-of-Control Economics
| Scenario | Cash | COBRA | Equity Treatment |
|---|---|---|---|
| Outside CIC Qualifying Termination | 12 months salary + 100% target bonus | Up to 12 months | 12 months of time-based equity acceleration; PSUs per award terms |
| CIC + Qualifying Termination (Double Trigger) | 12 months salary | Up to 12 months | Full acceleration of non-performance awards; PSUs per award terms (assumption/vesting rules specified) |
| 280G treatment | Best-net-pay reduction (no gross-up) | — | — |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risk .
- Large sign-on equity with shorter vest (2023) drew investor scrutiny; program commitments now limit such structures and add performance components for future sign-ons .
- Significant scheduled RSU and PSU vesting through 2027 may create periodic selling pressure as awards settle .
Expertise & Qualifications
- Education: B.A. in Business Administration (Phi Beta Kappa), University of Washington; MBA with honors, USC .
- Technical/functional: Deep finance leadership across global consumer, marketplace, payments, and public-company CFO experience .
Investment Implications
- Alignment: A balanced 50/50 RSU/PSU equity mix with three-year TSR and FY financial PSUs aligns compensation with shareholder returns and operating discipline; cash incentives emphasize profitability (non-GAAP operating income) and growth (revenue, NNMRR) .
- Retention vs. supply: Large unvested RSUs and earned FY2025 PSUs vesting via quarterly schedules support retention but imply recurring settlement-driven supply that can pressure shares around vest dates; FY2025 PSU time vesting begins June 2025 .
- Change-of-control: Double-trigger full acceleration for time-based equity and defined PSU treatment increase deal certainty for management but may amplify transaction-related dilution; best-net-pay provision avoids tax gross-ups .
- Governance response: Prior investor concerns about new-hire RSUs (including Grayson’s timing) were met with commitments on vesting length and performance components, mitigating compensation risk drift going forward .