Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 27, 2021, the Board of Directors (the "Board") of The Trade Desk,
Inc. (the "Company") appointed Andrea Cunningham to the Board as a Class I
director, effective January 1, 2022. Ms. Cunningham was appointed to a newly
created vacancy on the Board resulting from an increase in the size of the Board
from seven (7) directors to eight (8) directors.
As a result of her appointment to the Board, Ms. Cunningham will be entitled to
participate in the Company's non-employee director compensation program (the
"Program"). Pursuant to the Program, Ms. Cunningham will be entitled to receive
annual compensation of $50,000 for her service on the Board. Additionally,
pursuant to the Program and under the Company's Amended and Restated 2016
Incentive Award Plan, Ms. Cunningham will be eligible to receive (i) an initial
equity grant valued at $250,000, which she may elect to receive in the form of
restricted stock, restricted stock units, stock options or a mix of one-half
restricted stock or restricted stock units and one-half options, which will
generally vest in substantially equal quarterly installments over the three-year
period following the grant, and (ii) an annual equity grant of $250,000,
prorated from the date of appointment to our next annual meeting, which she may
elect to receive in the form of restricted stock, restricted stock units, stock
options or a mix of one-half restricted stock or restricted stock units and
one-half options, which will vest in full on the date of our next annual
meeting. The Company will also enter into an indemnification agreement with Ms.
Cunningham in substantially the same form entered into with the other directors
of the Company.
There are no arrangements or understandings between Ms. Cunningham, on the one
hand, and any other persons, on the other hand, pursuant to which Ms. Cunningham
was selected as a director. Ms. Cunningham is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms.
Cunningham has no family relationship with any director or executive officer of
the Company. Ms. Cunningham has not been appointed to serve on any committee of
the Board.
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