docu-20260416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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DOCUSIGN, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Docusign Proxy Cover_2025 Proxy Wrapper_Front.jpg

Letter from our Board Chair

April 16, 2026

Fellow Stockholders,

At Docusign, our mission is to bring agreements to life by pioneering a new category — Intelligent Agreement Management — that addresses the entire agreement process. Our Board supports that mission by ensuring Docusign has the right leadership, the right governance and oversight, and the right management incentives to deliver on Docusign's strategy and create durable, long-term value.

Over the last year, the Board took important steps to enhance our corporate governance and executive compensation in line with stockholder feedback:

Board Refreshment

We welcomed Mike Rosenbaum, CEO of Guidewire Software, as an independent director and Compensation and Leadership Development Committee (“Compensation Committee”) member, adding valuable growth, product, and go-to-market expertise to our Board. We adopted Board leadership rotation guidelines and put them into effect. I took the Board Chair role and we appointed new chairs for two out of three Board committees. We entered fiscal 2027 with at least one new member on each Board committee, and an average director tenure of seven years. In March 2026, Brian Roberts of Andreessen Horowitz also joined our Board as an independent director, and in April 2026 as an Audit Committee member, enhancing the finance, strategy and operating expertise represented on the Board.

Responsive Changes Following 2025 Say-On-Pay Vote

A majority of our stockholders supported our Say-On-Pay proposal in 2025, following a multi-year program of engagement and responsiveness. This represented important progress after challenging results in 2023 and 2024. However, our Compensation Committee recognized that we still had more to do, and resolved to better understand and address stockholders’ additional executive compensation and disclosure concerns. We believe the resulting changes further enhance our programs and respond meaningfully to stockholder feedback:


Remaining Concerns			Our Response

CEO Compensation levels: Magnitude of pay			Action: Maintained CEO total target compensation for FY26 at the same levels as the prior year.
Financial PSUs: 1 year performance periods			Action: Incorporated multi-year performance conditions into our financial PSUs (2 years for FY26). Commitment: For FY27, commitment to include 3-year performance condition.
TSR PSUs: Targeted median performance			Action: Increased target to the 55th percentile target for TSR-based PSUs.
Annual Cash Incentive Program: Limited transparency on metrics			Action: Disclosed completed performance year’s thresholds and maximums starting with this proxy (excluding Net ACV due to competitive sensitivity).

These most recent changes illustrate the seriousness with which we hear your feedback. We will continue to listen carefully to investors’ views as we assess future compensation changes that are aimed at assembling and retaining the best management team to advance the creation of long-term stockholder value.

Board Declassification Plan

Finally, the Board regularly reviews our corporate governance features in light of Docusign’s long-term strategy and stockholder feedback. Based on our most recent review, the Board anticipates seeking stockholder approval in 2027 to amend the Company’s certificate of incorporation to declassify the Board. This action would phase out the three-year staggered terms of our directors starting in 2028, and transition to annual election of all directors by the 2030 annual meeting.

Thank you for your continued investment and trust in Docusign.

Sincerely,

James Beer

Chair of the Board of Directors

Notice of 2026 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Docusign, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held in a virtual format via an online live webcast.

Date & Time

June 1, 2026

9:00 a.m. Pacific Time

Location

www.virtualshareholdermeeting.com/DOCU2026

Record Date

The record date for the Annual Meeting is April 7, 2026.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:


01			To elect the Board of Directors’ nominees, James Beer, Cain A. Hayes, and Allan Thygesen, to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders.
02			To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2027.
03			To conduct an advisory vote on our named executive officers’ compensation.
04			To conduct an advisory vote on the frequency of future non-binding votes on our named executive officers’ compensation.
05			Stockholder proposal to report on the risks of non-fiduciary executive compensation metrics.
06			To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 7, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 16, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2026, where you will be able to listen to the meeting live, submit questions and vote online. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.com prior to the virtual Annual Meeting if you plan to attend.

By Order of the Board of Directors,

Allan Thygesen

President & Chief Executive Officer

San Francisco, California, April 16, 2026

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting online at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

Table of Contents


PROXY SUMMARY			1
FISCAL YEAR 2026 IN REVIEW			2
STOCKHOLDER ENGAGEMENT			3
DIRECTORS AND CORPORATE GOVERNANCE			7
COMMUNICATIONS AND POLICIES			21
IMPACT AND GOVERNANCE			22
DIRECTOR COMPENSATION			23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			26
FISCAL YEAR 2026 EXECUTIVE OFFICERS			28
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			30
COMPENSATION RISK ASSESSMENT			48
EXECUTIVE COMPENSATION TABLES			49
EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS			56
TRANSACTIONS WITH RELATED PERSONS			65
CEO PAY RATIO DISCLOSURE			67
PAY VERSUS PERFORMANCE			68
EQUITY COMPENSATION PLAN INFORMATION			73
COMMITTEE REPORTS			74
PROPOSAL 01 - ELECTION OF DIRECTORS			75
P ROPOSAL 02 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			76
PROPOSAL 03 - ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			78
PROPOSAL 04 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			79
PROPOSAL 0 5 - S TOCKHOLDER PROPOSAL			80
PROCEDURAL MATTERS AND Q&A			82
TRANSACTION OF OTHER BUSINESS			88

Proxy Summary

Meeting Details

Date

June 1, 2026

Time

9:00 a.m.

Pacific Time

Location

www.virtualshareholdermeeting.com/DOCU2026

Record Date

The record date for the Annual Meeting is

April 7, 2026.

Ways to Vote

In Person

To vote online during the virtual Annual Meeting visit www.virtualshare

holdermeeting.com/DOCU2026.

Mail

To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided (if you elected to receive printed materials).

Phone

To vote over the telephone, dial 1-800-690-6903 (toll-free within the United States) using a touch-tone phone and follow the recorded instructions.

Internet

To vote through the Internet, go to www.proxyvote.com to complete an electronic proxy card.

Voting Recommendations

What are my voting choices on each matter? What are the Board of Director’s (the “Board’) recommendations?

Proposal

Voting Choices

Board
Recommendation

Page

Election of Directors(1)

For

Against

Abstain

FOR

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending January 31, 2027

For

Against

Abstain

FOR

Approval, on an advisory basis, of our named executive officers’ compensation

For

Against

Abstain

FOR

Approval, on an advisory basis, on frequency of future non-binding votes on our named executive officers’ compensation

1 year

2 years

3 years

Abstain

1 YEAR

(annual “Say on Pay” votes)

Stockholder proposal to report on the risks of non-fiduciary executive compensation metrics

For

Against

Abstain

AGAINST

1.The voting choices and Board recommendation are with respect to each director nominee.


Docusign			2026 Proxy Statement			1

Fiscal Year 2026 in Review

Business Overview

Docusign solutions bring agreements to life, accelerating and simplifying the process of doing business. Docusign’s core offerings — our Intelligent Agreement Management (“IAM”) platform, the world’s leading e-signature solution, and contract lifecycle management (“CLM”) solution — allow organizations to boost productivity, accelerate contract review cycles, and transform agreement data into insights and actions, while providing a customer-centric experience. The Docusign IAM platform is a system of record that enables customers of all sizes to ingest a vast, complex body of agreements into a single repository, build agreement workflows that operate at scale, and take action on high-accuracy insights from agreement data. As of January 31, 2026, over 1.8 million customers and more than a billion users worldwide utilize Docusign to accelerate and simplify the process of doing business, and more than 25,000 customers are on IAM.

Financial Highlights

For our fiscal year ended January 31, 2026 (“fiscal 2026”), we delivered a strong year of financial performance and execution. Highlights include:

$3.2B

Total revenue, an 8% increase year-over-year.

$3,272M

Annual Recurring Revenue, an 8% increase year-over-year.

79.4%

GAAP gross margin, compared to 79.1% in fiscal 2025.

Non-GAAP gross margin was 82.0%, compared to 82.2% in fiscal 2025.

$1.53

GAAP net income per basic share on 202 million shares outstanding, compared to $5.23 on 204 million shares in fiscal 2025. GAAP net income was $1.48 per diluted share on 209 million shares outstanding, compared to $5.08 on 210 million shares in fiscal 2025.

$3.84

Non-GAAP net income per diluted share, on 209 million shares outstanding, compared to $3.55 on 210 million shares in fiscal 2025.

>1.8M

Total customers increased to over 1.8 million, compared to nearly 1.7 million in fiscal 2025.

To supplement our consolidated financial statements, which are prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”), we provide investors with certain non-GAAP financial measures, including annual recurring revenue, non-GAAP gross margin, and non-GAAP net income per share. For a full reconciliation for each non-GAAP financial measure set forth above to the most directly comparable financial measure stated in accordance with GAAP, please see our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed on March 18, 2026 and Exhibit 99.1 to our Current Report on Form 8-K filed on March 17, 2026.


2			2026 Proxy Statement			Docusign

Stockholder Engagement

Overview

Our Board values stockholders’ perspectives and believes regular engagement with stockholders is a key component of effective corporate governance. In our engagement meetings with stockholders, we discuss a range of topics, including our executive compensation programs, Board composition and leadership structure, and corporate governance. Our outreach efforts provide us with valuable insight into investors’ priorities and help inform the Board, particularly the Compensation and Leadership Development Committee (the “Compensation Committee”) and the Nominating and Corporate Governance Committee (the “Nominating Committee”), on their subsequent deliberations. Our Investor Relations team also regularly meets with investors, prospective investors, and investment analysts throughout the year.

Fiscal 2026 Engagement and Feedback

Compensation Matters

The Compensation Committee reviews our compensation program at least annually and considers the results of our Say-on-Pay vote when making decisions regarding the structure and implementation of our executive compensation programs. We were pleased that a majority of stockholders voted in favor of our Say-on-Pay proposal at our 2025 annual meeting, following a multi-year process of engagement and changes in response to prior negative votes (approximately 45% support at our 2024 annual meeting and approximately 16% support at our 2023 annual meeting). While this represents meaningful progress, our Board and Compensation Committee believed we could improve, and resolved to better understand and address stockholders’ remaining concerns on executive compensation and disclosure. We undertook extensive engagement efforts to better understand this result, including direct participation by Compensation Committee members and our Board Chair in meetings with stockholders.

In our engagement meetings, we discussed the unique challenges we have faced since 2022 as we rebuilt our executive leadership team, which impacted stockholders’ support for our 2023 and 2024 Say-on-Pay votes. In general, stockholders responded positively to the changes, commitments and disclosure enhancements we have made in response to stockholder feedback. Based on our engagement and following the 2025 Say-on-Pay vote, we determined to act on the following additional concerns that stockholders had raised with us:


Remaining Concerns			Our Response 1

CEO Compensation levels: Magnitude of pay			Action: Maintained CEO total target compensation for FY26 at the same levels as the prior year.
Financial PSUs: 1 year performance periods			Action: Incorporated multi-year performance conditions into our financial PSUs (2 years for FY26). Commitment: For FY27, commitment to include 3-year performance condition.
Financial PSUs: Additional transparency on metrics			Action: Disclosed achievement (previously already included target and attainment %) starting with this proxy.
TSR PSUs: Targeted median performance			Action: Increased target to the 55th percentile target for TSR-based PSUs.
Annual Cash Incentive Program: Limited transparency on metrics			Action: Disclosed completed performance year’s thresholds and maximums starting with this proxy (excluding Net ACV due to competitive sensitivity).

1.In fiscal 2026, the Compensation Committee also (1) adopted the S&P Software & Services Select Industry Index for our TSR PSU program, replacing the Nasdaq Composite Index, in order to more closely align to Docusign’s business and industry; and (2) adopted annual, versus semi-annual, payouts for NEOs under our Company Incentive Plan, in part driven by stockholder feedback.


Docusign			2026 Proxy Statement			3

STOCKHOLDER ENGAGEMENT

Corporate Governance

During our engagement meetings, we also reviewed the voting results for the director nominees at our 2025 annual meeting, including Mr. Irving’s election with ‘For’ votes from approximately 58% of stockholders. Stockholders did not raise concerns with Mr. Irving’s individual record, tenure or qualifications, but said their votes reflected feedback on executive compensation and corporate governance matters, including our classified board (noting Mr. Irving was the only Compensation Committee or Nominating Committee member on the ballot in 2025).

The Board carefully considered stockholder feedback, the potential risks and advantages of maintaining a classified Board, and the evolution of Docusign's corporate governance over the long term. Based on this feedback and deliberation, the Board anticipates seeking stockholder approval in 2027 to amend the Company’s certificate of incorporation to declassify the Board. This action would phase out the three-year staggered terms of our directors starting in 2028 and transition to annual election of all directors by the 2030 annual meeting.

The Board takes seriously its role in reviewing our corporate governance structure, and making changes, as appropriate, in response to stockholder feedback. The timeline below illustrates the Board’s recent actions and its long-term commitment to review and enact governance changes, when appropriate and in the best interests of the Company and its stockholders.

2003

Founded in Seattle, WA

2018

IPO

(Nasdaq: DOCU)

2022

Allan Thygesen joined as CEO

2025

Adopted Board leadership rotation goals

2015

Reincorporated in DE

____________

Moved headquarters to SF

2019

Independent Board Chair

____________

Adopted Stock Ownership Guidelines

2024

Majority Voting in uncontested director elections

_____________

Announced Director resignation policy

2026

Board Chair rotation

____________

Announced anticipated vote to declassify Board


4			2026 Proxy Statement			Docusign

STOCKHOLDER ENGAGEMENT

Multi-Year Engagement Efforts

Our Board values stockholders’ perspectives and believes regular engagement with stockholders is a key component of effective corporate governance. Docusign has been on a multi-year journey of reviewing and redesigning our executive compensation program, including incorporating feedback from our stockholders. In response to negative Say-on-Pay results at our 2023 and 2024 annual meetings, we engaged in substantial year-round engagement efforts to solicit stockholder feedback and make responsive changes to our compensation program. The timeline below outlines key dates and executive compensation or governance milestones that have shaped this multi-year effort:

Blue font indicates responsive changes made since 2022


2026			•Board Leadership Refreshment: appointed James Beer as Board Chair and new chairs for two of three Board committees: Nominating Committee and Compensation Committee •Announced Board Declassification Vote: our Board anticipates seeking stockholder approval in 2027 to amend the Company’s certificate of incorporation to declassify our Board over a multi-year period
2025			•Spring 2025 Engagement ◦Outreach to 35 of our largest institutional stockholders (approximately 64% of outstanding shares) ◦Feedback from 9 meetings totaling approximately 21% of outstanding shares (incl. 4 director-led meetings) •Executive Compensation Changes: adopted annual, versus semi-annual, payouts for NEOs under our Company Incentive Plan •2025 Annual Meeting (May 2025) – received approximately 57% Say-on-Pay Support •Executive Compensation Changes: following the 2025 Say-on-Pay vote, ◦Incorporated multi-year performance conditions into financial PSUs (average of 2 years for FY26) ◦Maintained CEO total target compensation for FY26 at the same levels as prior year ◦Increased the target for TSR-based PSUs to the 55th percentile

SEC Form DEF 14A filed by DocuSign Inc.