Form 4: DigitalOcean Director Hilary Schneider Receives Annual Equity Grant

DigitalOcean Holdings, Inc. Director Hilary Schneider was granted 6,968 restricted stock units (RSUs) on June 9, 2025, as part of her annual compensation under the company's non-employee director policy.

Summary

• DigitalOcean Holdings, Inc. Director Hilary Schneider acquired 6,968 shares of common stock in the form of Restricted Stock Units (RSUs) on June 9, 2025.
• The RSUs were issued at a price of $0, representing a contingent right to receive one share of common stock per RSU.
• This grant is part of the Issuer's annual non-employee director compensation policy, with the total value of the grant being $200,000.
• The number of RSUs was determined by dividing the $200,000 grant value by $28.70, which was the average closing price of DigitalOcean's common stock on the NYSE for the 10 trading days prior to and ending on the grant date.
• Following this transaction, Hilary Schneider beneficially owns 26,826 shares directly.
• The shares underlying these RSUs will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the Issuer's 2026 annual stockholders' meeting, contingent upon continuous service with the Issuer.

Sentiment

Score: 7

Explanation: The filing reports a routine equity grant to a non-employee director, which is a standard compensation practice and aligns the director's interests with shareholders, indicating a stable and expected corporate action.

Positives

• The grant of Restricted Stock Units (RSUs) to a non-employee director aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• The transaction is part of a pre-established, transparent non-employee director compensation policy, indicating structured corporate governance.

Future Outlook

The acquired Restricted Stock Units are subject to a vesting schedule, with shares expected to vest on the earlier of the first anniversary of the grant date (June 9, 2026) or the date of DigitalOcean's 2026 annual stockholders' meeting, provided the director maintains continuous service.

Management Comments

• The grant is pursuant to the Issuer's non-employee director compensation policy, which dictates the annual grant of RSUs.

Industry Context

The practice of compensating non-employee directors with equity, such as Restricted Stock Units, is a common and widely accepted standard across publicly traded companies, particularly in the technology sector, to align director incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for non-employee director compensation is a standard practice observed across major U.S. public companies, including tech peers like Amazon, Microsoft, and Google, which often use equity to attract and retain qualified board members.
• The structure of vesting over one year or until the next annual meeting is typical for such grants, ensuring continued engagement and oversight from the director.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by Hilary Schneider, a director of DigitalOcean Holdings, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholders, potentially fostering decisions that enhance long-term shareholder value.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The RSUs will vest on the earlier of June 9, 2026, or the date of the Issuer's 2026 annual stockholders' meeting, subject to Hilary Schneider's continuous service.

Key Dates

Recommendation

Keywords

DigitalOcean, DOCN, Hilary Schneider, Form 4, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction, Beneficial Ownership