Gokul Rajaram
Trade DeskAbout Gokul Rajaram
Gokul Rajaram (age 49 as of April 12, 2024) is an independent director of The Trade Desk, serving since May 2018. He is a seasoned product and technology executive with prior leadership roles at DoorDash, Square, Facebook Ads, and Google AdSense, and currently serves on the boards of Coinbase and Pinterest; he holds a B.Tech in Computer Science (IIT Kanpur), an M.S. in Computer Science (University of Texas), and an MBA (MIT Sloan) . The board has determined he is independent under Nasdaq rules, and he serves on key oversight committees including Audit and Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Product Management Director, AdSense | 2003–2007 | Helped launch AdSense and scale into a substantial portion of Google’s business | |
| Product Director, Ads | 2010–2013 | Helped transition Facebook’s advertising business to mobile-first | |
| Square | Product Engineering Lead; Executive Team | 2013–2019 | Led multiple product development teams; executive leadership |
| Caviar (Square) | Lead | Pre-2019 | Business acquired by DoorDash; leadership over Caviar |
| DoorDash | Executive Team Member | 2019–Apr 2024 | Senior operating executive after Caviar acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coinbase, Inc. | Director | Since Aug 2020 | Not disclosed in TTD proxy |
| Pinterest, Inc. | Director | Since Feb 2020 | Not disclosed in TTD proxy |
| RetailMeNot, Inc. | Director (prior) | Sep 2013–May 2017 | Taken private in May 2017 |
Board Governance
- Independence: Board determined all directors other than CEO Jeff Green and CSO Samantha Jacobson are independent; Rajaram is independent (including heightened independence for Audit Committee) .
- Committee memberships: Audit Committee member (2025 members: Wells—Chair, Rajaram, Buyer; board intends Falberg to join and succeed Wells as Chair), Compensation Committee member (Chair: Falberg; members: Rajaram, Wells) .
- Attendance: Board held 13 meetings in 2024; each director attended ≥75% of meetings while serving; all seven directors attended the 2024 annual meeting (vs. five of seven in 2023) .
- Stock ownership guidelines: Non-employee directors must maintain ownership ≥3x annual cash retainer (i.e., $150,000 for 2024) within five years; all covered individuals are compliant or within their grace period .
- Risk oversight: Audit oversees financial, legal/regulatory, related-person transactions, and receives cybersecurity updates; Compensation monitors pay-related risk; Nominating oversees governance policy .
- Audit Committee activity: Met 13 times in 2024; issued Audit Committee report affirming discussions with PwC re independence and audit results .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $70,712 | $72,500 |
| Stock Awards ($) | $280,810 | $300,009 |
| Option Awards ($) | — | — |
| Total ($) | $351,522 | $372,509 |
- Director cash/fee policy: Board retainer $50,000; lead independent retainer $50,000 for 2024 (raised to $70,000 for 2025); committee member retainers: Audit $12,500, Compensation $10,000, Nominating $6,000; committee chair retainers: Audit $50,000 (raised to $70,000 for 2025), Compensation $50,000, Nominating $25,000 .
- Equity in lieu of cash: Directors may annually elect RSAs/RSUs/Options in lieu of cash; vest quarterly over a year; accelerate on Change in Control .
- 2024 election note: Buyer and Rajaram received cash ($127,322 and $72,500, respectively), whereas other directors elected equity in lieu of cash .
Performance Compensation
| Metric | FY 2024 | Vesting/Terms |
|---|---|---|
| Annual director equity program | $275,000 value baseline (program level) | Vests in 4 quarterly installments over 1 year; accelerate on Change in Control |
| Unvested RSAs held by Rajaram (12/31/2024) | 1,578 shares | Quarterly vest over 1 year; accelerate on Change in Control |
| Stock options held by Rajaram (12/31/2024) | None | N/A |
- Directors may elect the mix of RSAs/RSUs/Options for annual awards; grant sizing based on 45-day average closing price ending on grant date .
- No director-specific performance metrics (e.g., revenue/EBITDA/TSR) apply to non-employee directors; awards are service/tenure-based .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None of TTD’s compensation committee members (Falberg, Rajaram, Wells) have been TTD officers/employees; no executive officer interlocks at other companies in the last fiscal year . |
| Class A Director seat | Andrea Cunningham currently serves in the Class A Director Seat under charter provisions (context for board composition) . |
Expertise & Qualifications
- Deep ad-tech and product leadership expertise (Google AdSense launch; Facebook Ads mobile transition; Square product engineering leadership; DoorDash executive) .
- Board experience at scaled consumer tech platforms (Coinbase, Pinterest), relevant to digital advertising ecosystem and monetization .
- Technical and business credentials: IIT Kanpur (B.Tech), University of Texas (M.S.), MIT Sloan (MBA) .
Equity Ownership
| Metric | 2024-09-26 | 2025-02-28 |
|---|---|---|
| Class A shares beneficially owned (Rajaram) | 29,991 | 28,636 |
| Ownership percentage | <1% | <1% |
| Shares Outstanding (Class A) | 449,333,118 | 453,119,573 |
- No pledging disclosed in beneficial ownership sections; director ownership guidelines in place with compliance or time remaining to meet .
Insider Trades (Form 4) – Recent Activity
- Pattern: Routine quarterly sales in 2024 and annual director award grants; holdings remained modest and under 1% throughout the period ].
Governance Assessment
- Alignment: High equity component in director compensation and stock ownership guidelines support long-term alignment; Rajaram held unvested RSAs (1,578 shares) at year-end 2024; no options outstanding .
- Effectiveness: Service on Audit and Compensation Committees strengthens financial oversight and pay governance; board reported robust meeting cadence in 2024 and ≥75% attendance by directors .
- Independence and conflicts: Board affirmed independence; Compensation Committee disclosed no interlocks or insider participation; no related-party transactions involving Rajaram were disclosed in 2024–2025 proxies .
- Compensation structure signals: Director program retains flexibility (cash or equity elections), with equity vesting time-based and accelerated only upon Change in Control—no performance metrics for directors, limiting pay-for-performance link but standard for board roles .
- RED FLAGS: None identified in filings for Rajaram—no pledging, no related-party transactions, attendance thresholds met; small periodic open-market sales appear routine for liquidity/diversification rather than concentrated disposition .